Common use of Responsibilities of Trustee Clause in Contracts

Responsibilities of Trustee. (a) The recitals of fact herein and in the Bonds shall be taken as the statements of the City and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or any Supplemental Indenture or of any Bonds issued hereunder or thereunder or in respect of the security afforded by this Indenture or any Supplemental Indenture and the Trustee shall not incur any responsibility in respect thereof. The Trustee shall, however, be responsible for its representation contained in its certificate of authentication on the Bonds. The Trustee shall not be under any responsibility or duty with respect to the issuance of the Bonds for value or the application of the proceeds thereof except to the extent such proceeds are paid to the Trustee in its capacity as Trustee. The Trustee shall not be under any obligation or duty to perform any act that would involve it in expense or liability or to institute or defend any action or suit in respect hereof, or to advance any of its own moneys, unless properly indemnified. Subject to the provisions of paragraph (b) of this Section, the Trustee shall not be liable in connection with the performance of its duties hereunder except for its own negligence or willful misconduct or that of its agents. (b) The Trustee, prior to the occurrence of an Event of Default and after the remedy of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and each Supplemental Indenture. In case an Event of Default has occurred and has not been remedied, the Trustee shall exercise such of the rights and powers vested in it by law, this Indenture and each Supplemental Indenture and shall use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. Any provision of this Indenture and any Supplemental Indenture relating to action taken or so to be taken by the Trustee or to evidence upon which the Trustee may rely shall be subject to the provisions of this Section.

Responsibilities of Trustee. (aA) The recitals Trustee shall have no responsibility in respect of fact the validity or sufficiency of this Indenture or the security provided hereunder or the due execution hereof by the Authority, or in respect of the title or the value of the Project, or in respect of the validity of any Bonds authenticated and delivered by the Trustee in accordance with this Indenture or to see to the recording or filing (but not refiling) of the Indenture or any financing statement or any other document or instrument whatsoever. The recitals, statements and representations contained herein and in the Bonds shall be taken and construed as made by and on the statements part of the City Authority and not by the Trustee assumes no Trustee, and it does not assume any responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or any Supplemental Indenture or of any Bonds issued hereunder or thereunder or in respect of the security afforded by this Indenture or any Supplemental Indenture and ; except that the Trustee shall not incur any responsibility in respect thereof. The Trustee shall, however, be responsible for its representation contained in its certificate of authentication on the Bonds. (B) The Trustee shall not be liable or responsible because of the failure of the Authority to perform any act required of it by the Indenture or the Financing Documents or because of the loss of any moneys arising through the insolvency or the act or default or omission of any depositary other than itself in which such moneys shall have been deposited. The Trustee shall not be under responsible for the application of any responsibility or duty with respect to of the issuance proceeds of the Bonds or any other moneys deposited with it and paid out, invested, withdrawn or transferred in accordance herewith or for value any loss resulting from any such investment or the application of the proceeds thereof except to the extent such proceeds are paid to the Trustee in its capacity as Trusteefor any interest thereon. The Trustee shall not be under any obligation or duty to perform any act that would involve it in expense or liability or to institute or defend any action or suit in respect hereof, or to advance any of its own moneys, unless properly indemnified. Subject to the provisions of paragraph (b) of this Section, the Trustee shall not be liable in connection with the performance of its duties hereunder except for its own willful misconduct, gross negligence or willful misconduct or that bad faith. The immunities and exemptions from liability of the Trustee shall extend to its directors, officers, employees and agents. (bC) The Trustee, prior to the occurrence of an Event event of Default and after the remedy of all Events of Default that may have occurreddefault (as defined in Section 8.1 hereof), undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and each Supplemental Indenture. In case an Event event of Default default has occurred and has not been remedied, the Trustee shall exercise such of the rights and powers vested in it by law, this Indenture hereby and each Supplemental Indenture and shall use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. Any provision . (D) The Trustee shall not be liable or responsible for the failure of this Indenture and the Borrower to effect or maintain insurance on the Project as provided in the Financing Documents nor shall it be responsible for any Supplemental Indenture relating loss by reason of want or insufficiency in insurance or by reason of the failure of any insurer in which the insurance is carried to action taken or so to be taken by pay the full amount of any loss against which it may have insured the Authority, the Borrower, the Trustee or to evidence upon which any other person. (E) The Trustee shall not be responsible for compliance by the Borrower with the covenants under Sections 6.12, 6.13, 6.14 and 6.15 of the Loan Agreement, inclusive, except that the Trustee may rely shall be subject responsible for determining whether any certificate or report required by any such Section to be delivered to the provisions of this SectionTrustee has been received in the prescribed form.

Responsibilities of Trustee. Notwithstanding anything to the contrary that may be set out in this Fixed-Term Subordinated Indenture or any other document relating to the Securities: (a) The recitals of fact herein and as long as such Securities are held in the Bonds shall be taken as the statements of the City and global form, neither the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as nor any Agent, shall, in any circumstances, be responsible or liable to the validity or sufficiency of this Indenture Company, the Holders or any Supplemental Indenture other person for any act, omission or default by DTC with respect to the implementation of any Bonds issued hereunder or thereunder or Non-Viability Write-Down by any of them in respect of such Securities; and (b) except as otherwise required under Section 4.11, the security afforded by this Indenture or any Supplemental Indenture and the Trustee shall not incur any responsibility in respect thereof. The Trustee shall, however, be responsible for its representation contained in its certificate of authentication on the Bonds. The Trustee shall not be under any responsibility duty to determine, monitor or duty with respect report whether a Non-Viability Event or a Bankruptcy Event has occurred or circumstances exist which may lead to the issuance occurrence of a Non-Viability Event or a Bankruptcy Event and will not be responsible or liable to the holders or any other person for any loss arising from any failure by it to do so. Unless and until the Trustee receives the Write-Down and Cancellation Notice and is expressly notified in writing, it shall be entitled to assume that no such event or circumstance has occurred or exists; (c) each Holder shall be deemed to have authorized, directed and requested the Trustee and the Agents, as the case may be, to take any and all necessary action to give effect to any Write-Down and Cancellation following the occurrence of any Non-Viability Event or a Bankruptcy Event without any further action or direction on the part of the Bonds for value or holders; and (d) the application of the proceeds thereof except to the extent such proceeds are paid to the Trustee in its capacity as Trustee. The Trustee shall not be under any obligation or duty to perform determine, calculate or verify any act that would involve it in expense amount payable to holders under this Fixed-Term Subordinated Indenture (including any write-down amounts) and with regards to the Securities and the Trustee will not be responsible to the holders or any other person for any loss or liability or arising from any failure by it to institute or defend any action or suit in respect hereof, or to advance any of its own moneys, unless properly indemnified. Subject to the provisions of paragraph (b) of this Section, the Trustee shall not be liable in connection with the performance of its duties hereunder except for its own negligence or willful misconduct or that of its agentsdo so. (b) The Trustee, prior to the occurrence of an Event of Default and after the remedy of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and each Supplemental Indenture. In case an Event of Default has occurred and has not been remedied, the Trustee shall exercise such of the rights and powers vested in it by law, this Indenture and each Supplemental Indenture and shall use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. Any provision of this Indenture and any Supplemental Indenture relating to action taken or so to be taken by the Trustee or to evidence upon which the Trustee may rely shall be subject to the provisions of this Section.

Responsibilities of Trustee. Notwithstanding anything to the contrary that may be set out in this Perpetual Subordinated Indenture any other document relating to the Securities: (a) The recitals of fact herein and as long as such Securities are held in the Bonds shall be taken as the statements of the City and global form, neither the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as nor any Agent, shall, in any circumstances, be responsible or liable to the validity or sufficiency of this Indenture Company, the Holders or any Supplemental Indenture other person for any act, omission or default by DTC with respect to the implementation of any Bonds issued hereunder or thereunder or Write-Down and Cancellation by any of them in respect of such Securities; and (b) except as otherwise required under Section 4.11, the security afforded by this Indenture or any Supplemental Indenture and the Trustee shall not incur any responsibility in respect thereof. The Trustee shall, however, be responsible for its representation contained in its certificate of authentication on the Bonds. The Trustee shall not be under any responsibility duty to determine, monitor or duty with respect report whether a Capital Ratio Event, Non-Viability Event or a Bankruptcy Event has occurred or circumstances exist which may lead to the issuance occurrence of a Capital Ratio Event, a Non-Viability Event or a Bankruptcy Event and will not be responsible or liable to the Holders or any other person for any loss arising from any failure by it to do so. Unless and until the Trustee receives the Write-Down and Cancellation Notice and is expressly notified in writing, it shall be entitled to assume that no such event or circumstance has occurred or exists; (c) each Holder shall be deemed to have authorized, directed and requested the Trustee and the Agents, as the case may be, to take any and all necessary action to give effect to any Write-Down and Cancellation following the occurrence of any Capital Ratio Event, Non-Viability Event or Bankruptcy Event without any further action or direction on the part of the Bonds for value or holders; and (d) the application of the proceeds thereof except to the extent such proceeds are paid to the Trustee in its capacity as Trustee. The Trustee shall not be under any obligation or duty to perform determine, calculate or verify any act that would involve it in expense amount payable to holders under this Perpetual Subordinated Indenture (including any write-down amounts) and with regards to the Securities and the Trustee will not be responsible to the Holders or any other person for any loss or liability or arising from any failure by it to institute or defend any action or suit in respect hereof, or to advance any of its own moneys, unless properly indemnified. Subject to the provisions of paragraph (b) of this Section, the Trustee shall not be liable in connection with the performance of its duties hereunder except for its own negligence or willful misconduct or that of its agentsdo so. (b) The Trustee, prior to the occurrence of an Event of Default and after the remedy of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and each Supplemental Indenture. In case an Event of Default has occurred and has not been remedied, the Trustee shall exercise such of the rights and powers vested in it by law, this Indenture and each Supplemental Indenture and shall use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. Any provision of this Indenture and any Supplemental Indenture relating to action taken or so to be taken by the Trustee or to evidence upon which the Trustee may rely shall be subject to the provisions of this Section.

Responsibilities of Trustee. (a) The recitals of fact contained herein and in the Bonds (other than the certificate of authentication) shall be taken as the statements of the City Issuer and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or any Supplemental Indenture or of any Bonds issued hereunder or thereunder or in respect of as to the security afforded by this Indenture or any Supplemental Indenture the tax-exempt status of the Bonds, and the Trustee shall not incur any responsibility in respect thereof. The Trustee shall, however, be responsible for its representation contained in its certificate of authentication on the Bonds. The Trustee shall not be under any no responsibility or duty with respect to the issuance of the Bonds for value or the application of the proceeds thereof except to the extent such proceeds are any money paid to it except as provided herein or as otherwise expressly agreed by the Trustee. Notwithstanding any other provision hereof, the Trustee in its capacity as Trustee. The Trustee shall not be under any no obligation or duty to perform any act that would involve it in expense or liability or to institute or defend any action or suit in respect hereofof this Indenture or relating to the issuance, offering, sale or delivery of the Bonds or the rehabilitation, design, occupancy, maintenance, ownership or use of the Project or to advance any of its own moneysmoney, unless properly indemnifiedindemnified by the Owners or the Borrower to its reasonable satisfaction. Subject to the provisions of paragraph subsection (b) of this SectionSection 9.02, the Trustee shall not be liable in connection with the performance of its duties hereunder under this Indenture except only for its own negligence gross negligence, willful misconduct, or willful misconduct or that of its agentscriminal activity. (b) The Trustee, prior to the occurrence of an Event of Default and after the remedy curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as that are specifically set forth in this Indenture. No implied covenants or obligations shall be read into this Indenture and each Supplemental Indentureagainst the Trustee. In case an Event of Default has occurred (and has not been remedied, cured within any applicable grace period) the Trustee shall exercise such of the rights and powers vested in it by law, this Indenture and each Supplemental Indenture and shall use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairsIndenture. Any provision provisions of this Indenture and any Supplemental Indenture relating to action taken or so to be taken by the Trustee or to evidence upon which the Trustee may rely shall be subject to the provisions of this SectionSection 9.02. (c) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder, except failure by the Borrower to make or cause to be made any of the payments to the Trustee required to be made hereunder or under the Loan Agreement or any other default with respect to which an officer in the Trustee’s corporate trust department responsible for the administration of the trust created by this Indenture has actual notice, unless the Trustee shall be specifically notified in writing of such default by the Borrower or by the Owners of at least 10% in aggregate principal amount of Outstanding Bonds, and all notices or other instruments required by this Indenture to be delivered to the Trustee, must, in order to be effective, be delivered at the designated corporate trust office of the Trustee, and in the absence of such notice so delivered the Trustee may conclusively assume there is no default except as aforesaid. (d) The Trustee shall have no duty or responsibility to assure that the Financial Monitor or the Servicer (notwithstanding any appointment of such Servicer by the Trustee pursuant to Section 5.15 of the Loan Agreement) performs and observes, or causes to be performed and observed, any of their respective duties and obligations. (e) In performing its duties as Trustee, Paying Agent and Registrar hereunder, and its duties under the Loan Agreement, the Regulatory Agreement, the Disbursing and Servicing Agreement, the Financial Monitoring Agreement, the Mortgage and any other agreement or instrument pertaining to the Bonds, the Trustee shall be entitled to all of the rights, protections and immunities accorded to it as Trustee under this Indenture. (f) The Trustee is not required to take any action the Trustee reasonably believes may subject the Trustee to liability for any environmental damages or cause a violation of any environmental requirements for which the Trustee may be held responsible.

Responsibilities of Trustee. (a) The recitals Subject to the provisions of fact herein and in the Bonds shall be taken as the statements of the City ERISA and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or any Supplemental Indenture or of any Bonds issued hereunder or thereunder or in respect of the security afforded by this Indenture or any Supplemental Indenture and regulations thereunder, the Trustee shall not incur be liable for any responsibility Damages sustained by the Commingled Fund or the Trust Fund administered hereunder by reason of decisions made by or the actions of any Investment Manager, In-House Manager, the Committee, or the Company, nor with respect to its duties under this Agreement shall the Trustee be liable for any error of judgment or for any loss or reduction in respect thereofvalue of trust funds except where due to negligence, willful misconduct or lack of good faith. The Trustee shallshall have no duty at any time or under any circumstances to inquire into the propriety of decisions and actions of any Investment Manager, howeveran In-House Manager, the Committee, or the Company, or to review any Account. The Trustee shall not be responsible liable for its representation contained in its certificate any Damages arising from failure of authentication on any Investment Manager to give instructions or directions to the BondsTrustee as provided herein. The Trustee shall not be under any responsibility or duty with respect to require payment of any contributions to the issuance Trust Fund, or to see that any payment made to it is computed in accordance with the provisions of the Bonds Plans, or otherwise be responsible for value or the application adequacy of the proceeds thereof except Trust Fund to meet and discharge any liabilities under the Plans. In the event of its breach of its fiduciary obligations under ERISA, the Trustee shall, however, be liable to the Trust Fund for Damages to the extent such proceeds are paid to the Trustee in its capacity as Trustee. The Trustee shall not be under any obligation or duty to perform any act that would involve it in expense or liability or to institute or defend any action or suit in respect hereof, or to advance any of its own moneys, unless properly indemnified. Subject to the provisions of paragraph (b) of this Section, the Trustee shall not be liable in connection with the performance of its duties hereunder except for its own negligence or willful misconduct or that of its agentsprovided by ERISA. (b) The TrusteeUnless otherwise specifically required by this Agreement, prior directives, instructions, and other communications under this Agreement or relating to the occurrence Trust Fund (including without limitation, instructions regarding the investments of an Event the Trust Fund and directions to make benefit payments and other disbursements) may be provided in writing or by telephone, telex, TWX, facsimile transmission, bank wire or other teleprocess or electronic instruction or trade information system acceptable to the Trustee. If the Trustee has issued to the Company or the Committee security codes or passwords in order that the Trustee may verify that certain transmissions of Default and after directions, instructions, or other information have been originated by the remedy of all Events of Default that Company or the Committee, as the case may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and each Supplemental Indenture. In case an Event of Default has occurred and has not been remediedbe, the Trustee shall exercise such of the rights be kept indemnified by and powers vested in it by law, this Indenture and each Supplemental Indenture and shall use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. Any provision of this Indenture and be without liability for any Supplemental Indenture relating to action taken or so to be taken omitted by it in reliance upon receipt by the Trustee of transmissions of information with the proper security code or password, including communications purporting to evidence upon be directions or instructions, which the Trustee reasonably believes to be from the Company or the Committee, as the case may be. (c) In the event the Committee delegates any or all of its obligations and/or powers to any person or committee in accordance with Section 1(h), the Committee shall inform the Trustee in writing as to (i) the identity of such person or committee, (ii) the obligations and/or powers so delegated, and (iii) any limitations or restrictions in respect of such delegation. The Trustee may continue to rely on the authority of a person to act for the Committee until the Committee or the Company notifies the Trustee that that person is no longer authorized to act for the Committee. (d) The Trustee on the one hand and the Company and the Committee on the other hand confirm that they are assuming contractual obligations to each other under this Agreement and nothing in this Agreement shall be subject construed to the provisions of this Sectionlimit or restrict any legal recourse otherwise available to either party under Applicable Law.

Responsibilities of Trustee. (a) The recitals Settlor and each Beneficiary acknowledges and agrees that the Trustee (i) shall not be responsible for any of fact herein the agreements referred to or described herein, or for determining or compelling compliance therewith, and in the Bonds shall not otherwise be bound thereby, (ii) shall be taken obligated only for the performance of such duties as are expressly and specifically set forth in this Agreement on its part to be performed, and no implied duties or obligations of any kind shall be read into this Agreement against or on the statements part of the City Trustee, (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification, (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the person signing or presenting the same, and (v) may consult counsel satisfactory to it, including in-house counsel, and the Trustee assumes no responsibility for the correctness opinion or advice of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or such counsel in any Supplemental Indenture or of any Bonds issued hereunder or thereunder or instance shall be full and complete authorization and protection in respect of the security afforded by this Indenture or any Supplemental Indenture and the Trustee shall not incur any responsibility in respect thereof. The Trustee shall, however, be responsible for its representation contained in its certificate of authentication on the Bonds. The Trustee shall not be under any responsibility or duty with respect to the issuance of the Bonds for value or the application of the proceeds thereof except to the extent such proceeds are paid to the Trustee in its capacity as Trustee. The Trustee shall not be under any obligation or duty to perform any act that would involve it in expense or liability or to institute or defend any action taken, suffered or suit omitted by it hereunder in respect hereof, or to advance any of its own moneys, unless properly indemnified. Subject to the provisions of paragraph (b) of this Section, the Trustee shall not be liable good faith and in connection accordance with the performance opinion or advice of its duties hereunder except for its own negligence or willful misconduct or that of its agentssuch counsel. (b) The Trustee, prior to the occurrence of an Event of Default and after the remedy of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and each Supplemental Indenture. In case an Event of Default has occurred and has not been remedied, the Trustee shall exercise such of the rights and powers vested in it by law, this Indenture and each Supplemental Indenture and shall use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. Any provision of this Indenture and not be liable to anyone for any Supplemental Indenture relating to action taken or so omitted to be taken by it hereunder except in the case of the Trustee's gross negligence or willful misconduct. In no event shall the Trustee be liable for indirect, punitive, special or consequential damage or loss (including but not limited to lost profits) whatsoever, even if the Trustee has been informed of the likelihood of such loss or damage and regardless of the form of action. (c) The Trustee shall have no more or less responsibility or liability on account of any action or omission of any book-entry depository, securities intermediary or other subescrow agent employed by the Trustee than any such book-entry depository, securities intermediary or other subescrow agent has to the Trustee, except to the extent that such action or omission of any book-entry depository, securities intermediary or other subescrow agent was caused by the Trustee's own gross negligence or willful misconduct. (d) The Trustee is hereby authorized, in making or disposing of any investment permitted by this Agreement, or in carrying out any sale of the Trust Assets permitted by this Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as a subagent of the Trustee or for any third person or dealing as principal for its own account. (e) Notwithstanding any term appearing in this Agreement to the contrary, in no instance shall the Trustee be required or obligated to distribute any Trust Assets (or take other action that may be called for hereunder to be taken by the Trustee Trustee) sooner than two (2) Business Days after (i) it has received the applicable documents required under this Agreement in good form, or (ii) passage of the applicable time period (or both, as applicable under the terms of this Agreement), as the case may be. (f) All payments to evidence upon which the Trustee may rely hereunder shall be subject to the provisions of this Sectionin U.S. dollars.