Common use of Rights and Duties of Indenture Trustee Clause in Contracts

Rights and Duties of Indenture Trustee. (a) Except as to recital by the Indenture Trustee relating to the Indenture Trustee, the Indenture Trustee shall not be responsible for the correctness of the recitals in this Indenture, the Mortgages or in the Notes, all of which recitals are statements made by the Issuer. (b) The Indenture Trustee shall not be responsible as to the validity, execution or sufficiency of this Indenture, the Mortgages or the Notes, for the title of NHLP to the Mortgaged Property, or for the security afforded by the Mortgages or this Indenture or for any representations or warranties as to the value or condition of the Mortgaged Property. (c) During the continuance of any Event of Default of which the Indenture Trustee shall have actual knowledge, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (d) Except during the continuance of an Event of Default, the Indenture Trustee shall perform such duties and only such duties as are specifically set forth in this indenture or as it may be requested to perform pursuant to the terms hereof or at the request of 64% or more in aggregate principal amount of the Notes at the time outstanding, subject to the provisions of subsection (J) of this Section and within the rights and powers vested in it by this Indenture, and no implied duties or obligations shall be read into this Indenture against the Indenture Trustee. (e) The Indenture Trustee shall not be personally liable for any action taken or omitted to be taken except for its own negligent action, its own negligent failure to act or its own willful misconduct; provided that: (i) In the absence of bad faith on the part of the Indenture Trustee, the Indenture Trustee may conclusively rely upon certificates or opinions as to the truth of the statements and the correctness of the opinions expressed therein, provided that any such certificate or opinion shall conform to all express provisions of this Indenture applicable thereto; (ii) The Indenture Trustee shall not be liable for any error of judgment made in good faith by the Indenture Trustee unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) The Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of holders of Notes with which the Indenture Trustee is authorized to comply by the terms of this Indenture and the Indenture Trustee shall be deemed to be authorized if the holders of 64% or more in the aggregate principal amount of the Notes at the time outstanding so request or direct. (f) The Indenture Trustee shall be under a duty to examine certificates and opinions required by this Indenture to be furnished to it to determine whether or not they conform to the express requirements of this Indenture applicable thereto. (g) In the absence of bad faith on the part of the Indenture Trustee, the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, opinion, notice, request, consent, order, appraisal, report, bond or other paper or document believed by it to be genuine, to have been signed by the proper party or parties and to be in conformity with the provisions of this Indenture, provided that, any of the foregoing instruments shall conform to all express provisions of this Indenture applicable thereto. (h) The Indenture Trustee may consult with counsel and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance with such an opinion. (i) Whenever it is provided that the Indenture Trustee shall take any action or refrain from taking any action upon the happening or continuation of a specified event (including an Event of Default) or upon the fulfillment of any condition or upon the request of the Issuer or of the holders of the Notes, the Indenture Trustee (1) shall have no liability for failure to take such action or for failure to refrain from taking such action unless and until an officer of the Indenture Trustee has actual knowledge of such event or continuation thereof or the fulfillment of such condition or shall have received such request, and (2) in taking such action shall have full power to give any and all notices and to do any and all acts and things incidental to such action. (j) The Indenture Trustee shall not be under any obligation to exercise any of the trusts or powers hereof at the request, order or direction of one or more holders of the Notes, unless such holders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred thereby. (k) None of the provisions of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or the liability is not assured to it. (l) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct so affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section. (m) Subject to subsection (c) of this Section, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any statement, instrument, notice, request, direction or other paper or document referred to in subsection (g) above. (n) The Indenture Trustee may exercise any of the duties or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys. (o) The Indenture Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

Appears in 2 contracts

Samples: Indenture of Trust and Security Agreement (National Healthcare Corp), Indenture of Trust and Security Agreement (National Health Realty Inc)

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Rights and Duties of Indenture Trustee. (a) Except as to recital by the Indenture Trustee relating to the Indenture Trustee, the The Indenture Trustee shall not be responsible for the correctness of the recitals Recitals in this Indenture, the Mortgages Special Provisions hereof or in the NotesObligations (except the Indenture Trustee's authentication certificate thereon), all of which recitals Recitals are statements made solely by the IssuerShipowner. (b) The Indenture Trustee shall not be responsible as to for the validity, execution by other parties thereto, or sufficiency of this Indenture, the Mortgages Authorization Agreement, the Obligations or the Notes, for the title of NHLP to the Mortgaged Property, or for the security afforded by the Mortgages or this Indenture or for any representations or warranties as to the value or condition of the Mortgaged PropertyGuarantees. (c) During the continuance of any Event Indenture Default (except for an Indenture Default resulting from those defaults in payment or Payment Defaults referred to in paragraph (r) of Default of this Section, concerning which the Indenture Trustee shall have actual knowledgehas not received the notice referred to in said paragraph (r) and the information relating to items (1) through (5) of said paragraph (r)), the Indenture Trustee shall exercise such of the rights and powers vested in it by this IndentureArticle VI, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (d) Except during the continuance of any Indenture Default (other than an Event Indenture Default referred to in the parenthetical expression set forth in paragraph (c) of Defaultthis Section), the Indenture Trustee shall undertakes to perform such duties and only such duties as are specifically set forth in this indenture or as it may be requested to perform pursuant to the terms hereof or at the request of 64% or more in aggregate principal amount of the Notes at the time outstanding, subject to the provisions of subsection (J) of this Section and within the rights and powers vested in it by this Indenture, and no implied duties covenants or obligations shall be read into this Indenture against the Indenture Trustee. (e) The No provision of this Indenture shall relieve the Indenture Trustee shall not be personally liable for any action taken or omitted to be taken except from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct; provided thatPROVIDED THAT: (i1) In Except during the continuance of an Indenture Default (other than an Indenture Default referred to in the parenthetical expression set forth in paragraph (c) of this Section), (A) the duties of the Indenture Trustee shall be limited as provided in paragraph (d) of this Section, and (B) in the absence of bad faith on the part of the Indenture Trustee, the Indenture Trustee may conclusively rely upon certificates or opinions conforming to the requirements of this Indenture as to the truth of the statements and the correctness of the opinions expressed therein, provided that any such certificate or opinion shall conform to all express provisions of this Indenture applicable thereto; (ii2) The Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Indenture Trustee unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii3) The Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with an Act of Obligees relating to the direction time, method and place of holders of Notes with which conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee is authorized to comply by the terms of under this Indenture and the Indenture Trustee shall be deemed to be authorized if the holders of 64% or more in the aggregate principal amount of the Notes at the time outstanding so request or directIndenture. (f) The Subject to paragraph (i) of this Section, the Indenture Trustee shall be under a duty to examine certificates and opinions required by this Indenture to be furnished to it to determine whether or not they conform to the express requirements of this Indenture applicable theretohereof. (g) In the absence Subject to paragraph (c) of bad faith on the part of the Indenture Trusteethis Section, the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, opinion, notice, request, consent, order, appraisal, report, bond bond, or other paper or document believed by it to be genuine, to have been signed by the proper party or parties and to be in conformity with the provisions of this Indenture, provided that, any of the foregoing instruments shall conform to all express provisions of this Indenture applicable thereto. (h) In all cases where this Indenture does not make express provision as to the evidence on which the Indenture Trustee may act or refrain from acting, the Indenture Trustee shall be protected (subject to paragraph (c) of this Section) in acting or refraining from acting hereunder in reliance upon an Officer's Certificate as to the existence or nonexistence of any fact. (i) The Indenture Trustee may consult with counsel satisfactory to the Indenture Trustee (who may be counsel to the Shipowner), and the advice or opinion an Opinion of such counsel Counsel shall be full and complete authorization and protection in respect of any action taken taken, suffered or suffered omitted by it hereunder in good faith and in accordance with such an opinionOpinion of Counsel. (ij) Subject to paragraph (c) of this Section, the Indenture Trustee shall not be under any responsibility for the approval or selection of any expert for any of the purposes expressed herein; PROVIDED THAT the Indenture Trustee shall exercise reasonable care with respect to the approval or selection of independent experts whom it approves or selects to furnish opinions or certificates to the Indenture Trustee pursuant to this Indenture. (k) Whenever it is provided that the Indenture Trustee shall take any action action, including the giving of any notice or the making of any demand, or refrain from taking any action upon the happening or continuation of a specified event (including an Event of Indenture Default) or upon the fulfillment of any condition or upon the request Request of the Issuer Shipowner or of the holders Obligees or upon receipt of the Notesany notice, including a Secretary's Notice, the Indenture Trustee (1) shall shall, subject to paragraph (c) of this Section, have no liability for failure to take such action or for failure to refrain from taking such action unless and until an officer a Responsible Officer of the Indenture Trustee Trustee, who is a Responsible Officer in the Corporate Trust Office, has actual knowledge of such event or continuation thereof or the fulfillment of such condition conditions or shall have received such requestRequest, and (2) in taking or refraining from taking such action action, shall have full power to give any and all notices and to do any and all acts and things incidental to such action. (jl) The Subject to paragraph (c) of this Section, the Indenture Trustee shall not be under any obligation to exercise any of the trusts or powers hereof at the request, order or direction of one any Obligees or more holders of the NotesSecretary, unless such holders Obligees or the Secretary shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred thereby. (km) None The Indenture Trustee, in its individual or any other capacity, may become the owner or pledgee of Obligations with the same rights it would have if it were not Indenture Trustee. (n) Notwithstanding any other provision of this Indenture, the Indenture Trustee shall not take any action contrary to the terms of the provisions Authorization Agreement, and any such purported action or any attempt to take such action shall be void and of no effect and, except as provided in Section 7.06(b), shall not enter into any amendment to the Authorization Agreement except as expressly authorized by a Supplemental Indenture entered into pursuant to Article X. (o) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur personal any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers powers, if there is it shall have reasonable ground grounds for believing that the repayment of such funds or the adequate indemnity against such risk or liability is not reasonably assured to it. (lp) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct so or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section. (mq) Subject Upon the execution and delivery of an instrument satisfying and discharging this Indenture as provided in Section 12.01 hereof, all duties and obligations of the Indenture Trustee hereunder (except with respect to subsection the application of funds for the payment of Obligations then held by the Indenture Trustee) shall cease and shall not thereafter be revived, whether or not the Indenture shall thereafter be in full force and effect as provided in Section 6.08. (cr) Notwithstanding any other provisions of this SectionIndenture or the Authorization Agreement, the Indenture Trustee shall not be bound have no duty or obligation to make exercise any investigation into the facts of its rights or matters stated powers hereunder with respect to a default in any statement, instrument, notice, request, direction payment or other paper or document Payment Default by reason of a repayment referred to in subsection Section 6.08 unless and until it shall have received notice of such default and information concerning (g1) abovethe date thereof, (2) the Obligation to which such repayment relates, (3) the Person making such repayment and the Holder of such Obligation, (4) the amounts of such repayment attributable to principal, premium and interest on such Obligation, and (5) the Interest Payment Date or other date on which the Obligee received the moneys to which the court order mentioned in Section 6.08 relates. (n) The Indenture Trustee may exercise any of the duties or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys. (o) The Indenture Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

Appears in 2 contracts

Samples: Trust Indenture (Pride International Inc), Trust Indenture (Pride International Inc)

Rights and Duties of Indenture Trustee. (a) Except as to recital by the Indenture Trustee relating to the Indenture Trustee, the The Indenture Trustee shall not be responsible for the correctness of the recitals Recitals in this Indenture, the Mortgages Special Provisions hereof or in the NotesObligations (except the Indenture Trustee's authentication certificate thereon), all of which recitals Recitals are statements made solely by the IssuerShipowner. (b) The Indenture Trustee shall not be responsible as to for the validity, execution by other parties thereto, or sufficiency of this Indenture, the Mortgages Authorization Agreement, the Obligations or the Notes, for the title of NHLP to the Mortgaged Property, or for the security afforded by the Mortgages or this Indenture or for any representations or warranties as to the value or condition of the Mortgaged PropertyGuarantees. (c) During the continuance of any Event of Default of which the Indenture Trustee shall have actual knowledge, the The Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (d) Except during the continuance of an Event of any Indenture Default, the Indenture Trustee shall perform such duties and only such duties as are specifically set forth in this indenture or as it may be requested to perform pursuant to the terms hereof or at the request of 64% or more in aggregate principal amount of the Notes at the time outstanding, subject to the provisions of subsection (J) of this Section and within the rights and powers vested in it by this Indenture, and no implied duties covenants or obligations shall be read into this Indenture against the Indenture Trustee. (e) The No provision of this Indenture shall relieve the Indenture Trustee shall not be personally liable for any action taken or omitted to be taken except from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct; provided that: (i1) In Except during the continuance of an Indenture Default, in the absence of bad faith on the part of the Indenture Trustee, the Indenture Trustee may conclusively rely upon certificates or opinions conforming to the requirements of this Indenture as to the truth of the statements and the correctness of the opinions expressed therein, provided that any such certificate or opinion shall conform to all express provisions of this Indenture applicable thereto; (ii) The Indenture Trustee shall not be liable for any error of judgment made in good faith by the Indenture Trustee unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii2) The Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with an Act of Obligees relating to the direction time, method and place of holders of Notes with which conducting any proceeding for any remedy available to the Indenture Trustee is authorized to comply by the terms of this Indenture and the Indenture Trustee shall be deemed to be authorized if the holders of 64% or more in the aggregate principal amount of the Notes at the time outstanding so request or directTrustee. (f) The Subject to paragraph (i) of this Section, the Indenture Trustee shall be under a duty to examine certificates and opinions required by this Indenture to be furnished to it to determine whether or not they conform to the express requirements of this Indenture applicable theretohereof. (g) In the absence Subject to paragraph (c) of bad faith on the part of the Indenture Trusteethis Section, the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, opinion, notice, request, consent, order, appraisal, report, bond bond, or other paper or document believed by it to be genuine, to have been signed by the proper party or parties and to be in conformity with the provisions of this Indenture, provided that, any of the foregoing instruments shall conform to all express provisions of this Indenture applicable thereto. (h) The Subject to paragraph (c) of this Section, in all cases where this Indenture does not make express provision as to the evidence on which the Indenture Trustee may act or refrain from acting, the Indenture Trustee shall be protected in acting or refraining from acting hereunder in reliance upon an Officer's Certificate as to the existence or nonexistence of any fact. (i) Subject to paragraph (c) of this Section, the Indenture Trustee may consult with counsel satisfactory to the Indenture Trustee, and the advice or opinion an Opinion of such counsel Counsel shall be full and complete authorization and protection in respect of any action taken taken, suffered or suffered omitted by it hereunder in good faith and in accordance with such an opinionOpinion of Counsel. (ij) Whenever it is provided that the Indenture Trustee shall take any action action, including the giving of any notice or the making of any demand, or refrain from taking any action upon the happening or continuation of a specified event (including an Event of Indenture Default) or upon the fulfillment of any condition or upon the request Request of the Issuer Shipowner or of the holders Obligees or upon receipt of the Notesany notice, including a Secretary's Notice, the Indenture Trustee shall, subject to paragraph (1c) shall of this Section, have no liability for failure to take such action or for failure to refrain from taking such action unless and until an officer of a Responsible Officer in the Indenture Trustee Corporate Trust Office, has actual knowledge of such event or continuation thereof or the fulfillment of such condition or shall have received such request, and (2) in taking such action shall have full power to give any and all notices and to do any and all acts and things incidental to such action. (j) The Indenture Trustee shall not be under any obligation to exercise any of the trusts or powers hereof at the request, order or direction of one or more holders of the Notes, unless such holders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred thereby. (k) None of the provisions of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or the liability is not assured to it. (l) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct so affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section. (m) Subject to subsection (c) of this Section, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any statement, instrument, notice, request, direction or other paper or document referred to in subsection (g) above. (n) The Indenture Trustee may exercise any of the duties or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys. (o) The Indenture Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.of

Appears in 1 contract

Samples: Trust Indenture (American Classic Voyages Co)

Rights and Duties of Indenture Trustee. (a) Except as Indenture Trustee accepts the trusts hereby created and applicable to recital by it and agrees to perform its duties with respect to the same but only upon the terms of this Indenture, and agrees to receive and disburse all moneys constituting part of the Indenture Estate in accordance herewith and applicable law. (b) Before Indenture Trustee relating acts or refrains from acting, it may consult with counsel or require an Officer's Certificate or an opinion of counsel from General Partner, Partnership or Nonaffiliated Partner Trustee after which it will take such action or refrain from acting as it deems appropriate. Indenture Trustee shall not be liable for any action it takes or omits to take in good faith and in accordance herewith in reliance on a resolution of the Board of Directors of General Partner, the written advice of counsel acceptable to Nonaffiliated Partner Trustee and Indenture Trustee, Officer's Certificates or opinions of counsel provided by General Partner, Partnership or Nonaffiliated Partner Trustee. (c) Indenture Trustee may act through agents appointed with due care and shall be responsible for the misconduct or negligence of any such agent; except that Indenture Trustee shall not be responsible for the correctness misconduct or negligence of any agent appointed at the request of the recitals in this Indenture, the Mortgages or in the Notes, all of which recitals are statements made by the IssuerHolders. (bd) The Indenture Trustee shall not be responsible as to the validity, execution or sufficiency of this Indenture, the Mortgages or the Notes, for the title of NHLP to the Mortgaged Property, or for the security afforded by the Mortgages or this Indenture or liable for any representations action it takes or warranties as omits to the value take which it in good faith believes to be authorized or condition of the Mortgaged Propertywithin its rights or powers. (ce) During Indenture Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense. (f) Subject to Section 9.3, Indenture Trustee shall not be liable for interest on any money received by it except as Indenture Trustee may otherwise agree in writing with General Partner, Partnership or Nonaffiliated Partner Trustee. Money held in trust by Indenture Trustee need not be segregated from other funds except to the continuance extent required by law. (g) Notwithstanding any other provision of any this Section 9, whether or not an Indenture Event of Default of which the under this Indenture Trustee shall have actual knowledgeexists, the Indenture Trustee shall exercise such of the its rights and powers vested in it by under this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs. (dh) Except during the continuance existence of an Indenture Event of Default, the : (i) Indenture Trustee shall need perform such only those duties and only such duties as that are specifically set forth in this indenture or as it may be requested to perform pursuant to the terms hereof or at the request of 64% or more in aggregate principal amount of the Notes at the time outstanding, subject to the provisions of subsection (J) of this Section and within the rights and powers vested in it by this Indenture, and no implied duties covenants or obligations shall be read into this Indenture against the Indenture Trustee. (e) The Indenture Trustee shall not be personally liable for any action taken or omitted to be taken except for its own negligent action, its own negligent failure to act or its own willful misconduct; provided that: (iii) In the absence of bad faith on the part of the Indenture Trusteeits part, the Indenture Trustee may conclusively rely upon certificates or opinions rely, as to the truth of the statements and the correctness of the opinions expressed therein, provided that any such certificate upon certificates or opinion opinions furnished to Indenture Trustee and conforming to the requirements of this Indenture. However, Indenture Trustee shall examine the certificates and opinions to determine whether or not they substantially conform to all express provisions the requirements of this Indenture. (i) Indenture applicable thereto;Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that: (i) This Section 9.1(i) does not limit the effect of Section 9.1(h). (ii) The Indenture Trustee shall not be liable for any error of judgment made in good faith by the Indenture Trustee a responsible officer or officers, unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and. (iii) The Indenture Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the direction of holders of Notes with which the Indenture Trustee is authorized to comply by the terms of this Indenture and the Indenture Trustee shall be deemed to be authorized if the holders of 64% or more in the aggregate principal amount of the Notes at the time outstanding so request or direct. (f) The Indenture Trustee shall be under a duty to examine certificates and opinions required by this Indenture to be furnished to it to determine whether or not they conform to the express requirements of this Indenture applicable thereto. (g) In the absence of bad faith on the part of the Indenture Trustee, the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, opinion, notice, request, consent, order, appraisal, report, bond or other paper or document believed received by it pursuant to be genuine, to have been signed by the proper party or parties and to be in conformity with the provisions of this Indenture, provided that, any of the foregoing instruments shall conform to all express provisions of this Indenture applicable thereto. (h) The Indenture Trustee may consult with counsel and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance with such an opinion. (i) Whenever it is provided that the Indenture Trustee shall take any action or refrain from taking any action upon the happening or continuation of a specified event (including an Event of Default) or upon the fulfillment of any condition or upon the request of the Issuer or of the holders of the Notes, the Indenture Trustee (1) shall have no liability for failure to take such action or for failure to refrain from taking such action unless and until an officer of the Indenture Trustee has actual knowledge of such event or continuation thereof or the fulfillment of such condition or shall have received such request, and (2) in taking such action shall have full power to give any and all notices and to do any and all acts and things incidental to such actionSection 8.6. (j) The Indenture Trustee shall not be under any obligation to exercise any of the trusts or powers hereof at the request, order or direction of one or more holders of the Notes, unless such holders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred thereby. (k) None of the provisions of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or the liability is not assured to it. (l) Whether or not therein expressly so provided, every Every provision of this Indenture relating that in any way relates to the conduct so affecting the liability of or affording protection to the Indenture Trustee shall be is subject to the provisions of this SectionSections 9.1(g), 9.1(h) and 9.1(i). (m) Subject to subsection (c) of this Section, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any statement, instrument, notice, request, direction or other paper or document referred to in subsection (g) above. (n) The Indenture Trustee may exercise any of the duties or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys. (o) The Indenture Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (Bj Services Co)

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Rights and Duties of Indenture Trustee. (a) Except as to recital by the Indenture Trustee relating to the Indenture Trustee, the The Indenture Trustee shall not be responsible for the correctness of the recitals Recitals in this Indenture, the Mortgages Special Provisions hereof or in the NotesObligations (except the Indenture Trustee’s authentication certificate thereon), all of which recitals Recitals are statements made solely by the IssuerShipowner. (b) The Indenture Trustee shall not be responsible as to for the validity, execution by other parties thereto, or sufficiency of this Indenture, the Mortgages Authorization Agreement, the Obligations or the Notes, for the title of NHLP to the Mortgaged Property, or for the security afforded by the Mortgages or this Indenture or for any representations or warranties as to the value or condition of the Mortgaged PropertyGuarantees. (c) During the continuance of any Event Indenture Default (except for an Indenture Default resulting from those defaults in payment or Payment Defaults referred to in paragraph (r) of Default of this Section, concerning which the Indenture Trustee shall have actual knowledgehas not received the notice referred to in said paragraph (r) and the information relating to items (1) through (5) of said paragraph (r)), the Indenture Trustee shall exercise such of the rights and powers vested in it by this IndentureArticle VI, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (d) Except during the continuance of any Indenture Default (other than an Event Indenture Default referred to in the parenthetical expression set forth in paragraph (c) of Defaultthis Section), the Indenture Trustee shall undertakes to perform such duties and only such duties as are specifically set forth in this indenture or as it may be requested to perform pursuant to the terms hereof or at the request of 64% or more in aggregate principal amount of the Notes at the time outstanding, subject to the provisions of subsection (J) of this Section and within the rights and powers vested in it by this Indenture, and no implied duties covenants or obligations shall be read into this Indenture against the Indenture Trustee. (e) The No provision of this Indenture shall relieve the Indenture Trustee shall not be personally liable for any action taken or omitted to be taken except from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct; provided that: (i1) In Except during the continuance of an Indenture Default (other than an Indenture Default referred to in the parenthetical expression set forth in paragraph (c) of this Section), (A) the duties of the Indenture Trustee shall be limited as provided in paragraph (d) of this Section, and (B) in the absence of bad faith on the part of the Indenture Trustee, the Indenture Trustee may conclusively rely upon certificates or opinions conforming to the requirements of this Indenture as to the truth of the statements and the correctness of the opinions expressed therein, provided that any such certificate or opinion shall conform to all express provisions of this Indenture applicable thereto; (ii2) The Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Indenture Trustee unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii3) The Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with an Act of Obligees relating to the direction time, method and place of holders of Notes with which conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee is authorized to comply by the terms of under this Indenture and the Indenture Trustee shall be deemed to be authorized if the holders of 64% or more in the aggregate principal amount of the Notes at the time outstanding so request or directIndenture. (f) The Subject to paragraph (i) of this Section, the Indenture Trustee shall be under a duty to examine certificates and opinions required by this Indenture to be furnished to it to determine whether or not they conform to the express requirements of this Indenture applicable theretohereof. (g) In the absence Subject to paragraph (c) of bad faith on the part of the Indenture Trusteethis Section, the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, opinion, notice, request, consent, order, appraisal, report, bond bond, or other paper or document believed by it to be genuine, to have been signed by the proper party or parties and to be in conformity with the provisions of this Indenture, provided that, any of the foregoing instruments shall conform to all express provisions of this Indenture applicable thereto. (h) In all cases where this Indenture does not make express provision as to the evidence on which the Indenture Trustee may act or refrain from acting, the Indenture Trustee shall be protected (subject to paragraph (c) of this Section) in acting or refraining from acting hereunder in reliance upon an Officer’s Certificate as to the existence or nonexistence of any fact. (i) The Indenture Trustee may consult with counsel satisfactory to the Indenture Trustee (who may be counsel to the Shipowner), and the advice or opinion an Opinion of such counsel Counsel shall be full and complete authorization and protection in respect of any action taken taken, suffered or suffered omitted by it hereunder in good faith and in accordance with such an opinionOpinion of Counsel. (ij) Subject to paragraph (c) of this Section, the Indenture Trustee shall not be under any responsibility for the approval or selection of any expert for any of the purposes expressed herein; provided that the Indenture Trustee shall exercise reasonable care with respect to the approval or selection of independent experts whom it approves or selects to furnish opinions or certificates to the Indenture Trustee pursuant to this Indenture. (k) Whenever it is provided that the Indenture Trustee shall take any action action, including the giving of any notice or the making of any demand, or refrain from taking any action upon the happening or continuation of a specified event (including an Event of Indenture Default) or upon the fulfillment of any condition or upon the request Request of the Issuer Shipowner or of the holders Obligees or upon receipt of the Notesany notice, including a Secretary’s Notice, the Indenture Trustee (1) shall shall, subject to paragraph (c) of this Section, have no liability for failure to take such action or for failure to refrain from taking such action unless and until an officer a Responsible Officer of the Indenture Trustee Trustee, who is a Responsible Officer in the Corporate Trust Office, has actual knowledge of such event or continuation thereof or the fulfillment of such condition conditions or shall have received such requestRequest, and (2) in taking or refraining from taking such action action, shall have full power to give any and all notices and to do any and all acts and things incidental to such action. (jl) The Subject to paragraph (c) of this Section, the Indenture Trustee shall not be under any obligation to exercise any of the trusts or powers hereof at the request, order or direction of one any Obligees or more holders of the NotesSecretary, unless such holders Obligees or the Secretary shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred thereby. (km) None The Indenture Trustee, in its individual or any other capacity, may become the owner or pledgee of Obligations with the same rights it would have if it were not Indenture Trustee. (n) Notwithstanding any other provision of this Indenture, the Indenture Trustee shall not take any action contrary to the terms of the provisions Authorization Agreement, and any such purported action or any attempt to take such action shall be void and of no effect and, except as provided in Section 7.06(b), shall not enter into any amendment to the Authorization Agreement except as expressly authorized by a Supplemental Indenture entered into pursuant to Article X. (o) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur personal any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers powers, if there is it shall have reasonable ground grounds for believing that the repayment of such funds or the adequate indemnity against such risk or liability is not reasonably assured to it. (lp) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct so or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section. (mq) Subject Upon the execution and delivery of an instrument satisfying and discharging this Indenture as provided in Section 12.01 hereof, all duties and obligations of the Indenture Trustee hereunder (except with respect to subsection the application of funds for the payment of Obligations then held by the Indenture Trustee) shall cease and shall not thereafter be revived, whether or not the Indenture shall thereafter be in full force and effect as provided in Section 6.08. (cr) Notwithstanding any other provisions of this SectionIndenture or the Authorization Agreement, the Indenture Trustee shall not be bound have no duty or obligation to make exercise any investigation into the facts of its rights or matters stated powers hereunder with respect to a default in any statement, instrument, notice, request, direction payment or other paper or document Payment Default by reason of a repayment referred to in subsection Section 6.08 unless and until it shall have received notice of such default and information concerning (g1) abovethe date thereof, (2) the Obligation to which such repayment relates, (3) the Person making such repayment and the Holder of such Obligation, (4) the amounts of such repayment attributable to principal, premium and interest on such Obligation, and (5) the Interest Payment Date or other date on which the Obligee received the moneys to which the court order mentioned in Section 6.08 relates. (n) The Indenture Trustee may exercise any of the duties or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys. (o) The Indenture Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

Appears in 1 contract

Samples: Assumption Agreement and Supplement to Trust Indenture (Ambassadors International Inc)

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