Common use of Rights of Bond Trustee Clause in Contracts

Rights of Bond Trustee. (a) The Bond Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Bond Trustee need not investigate any fact or matter stated in the document. (b) Before the Bond Trustee acts or refrains from acting, it may require an Officer's Certificate or an Opinion of Counsel. The Bond Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer's Certificate or an Opinion of Counsel. (c) The Bond Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Bond Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Bond Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Bond Trustee's conduct does not constitute wilful misconduct, negligence or bad faith. (e) The Bond Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Transition Bonds shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

Rights of Bond Trustee. Subject to the provisions of Trust Indenture Act § 315: (a) The the Bond Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, paper or other document believed by it to be genuine and to have been signed or presented by the proper Person. The party or parties and the Bond Trustee need not investigate any matter or fact or matter stated in the such document.; (b) Before any request or direction of the Bond Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request; (c) before the Bond Trustee acts or refrains from acting, it may require and shall be entitled to receive an Officer's ’s Certificate or an Opinion of CounselCounsel of external counsel of the Bond Issuer (at no cost or expense to the Bond Trustee) that such action is required or permitted hereunder. The Bond Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an such Officer's ’s Certificate or an Opinion of Counsel. (cd) The the Bond Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Bond Indenture and the Bonds shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (e) the Bond Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Bond Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request or direction of any of the Bondholders pursuant to this Bond Indenture, unless such Bondholders shall have offered to the Bond Trustee security or indemnity satisfactory to it against the cost, expenses (including reasonable legal fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction; (f) the Bond Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, paper or other document; (g) the Bond Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, attorneys, custodians or attorneys or a custodian or nominee, nominees and the Bond Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, attorney custodian or nominee appointed with due care by it hereunder; and the Bond Trustee shall give prompt written notice to the Rating Agencies of the appointment of any such agent, custodian or nominee to whom it delegates any of its express duties under this Bond Indenture; provided, that the Bond Trustee shall not be obligated to give such notice (i) if the Bond Issuer or the Holders have directed the Bond Trustee to appoint such agent, custodian or nominee (in which event the Bond Issuer shall give prompt notice to the Rating Agencies of any such direction) or (ii) of the appointment of any agents, custodians or nominees made at any time that an Event of Default on account of non-payment of principal or interest on the Bonds or insolvency of the Bond Issuer has occurred and is continuing. (dh) The the Bond 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 the Holders of Bonds relating to the time, method and place of conducting any proceeding for any remedy available to the Bond Trustee, or exercising any trust or power conferred upon the Bond Trustee, under this Bond Indenture; (i) the Bond Trustee shall not be required to expend or risk its own funds in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk is not reasonably assured to it; (j) the Bond Trustee shall not be personally liable for any action taken or suffered or omitted to be taken by it takes or omits to take in good faith which and reasonably believed by it believes to be authorized or within its the discretion or rights or powerspowers conferred upon it by this Bond Indenture; provided, however, that the Bond Trustee's ’s conduct does not constitute wilful willful misconduct, negligence or bad faith.; (ek) The in the event that the Bond Trustee may consult is also acting as Paying Agent, authenticating agent or Bond Registrar hereunder, the rights and protections afforded to the Bond Trustee pursuant to this Article VI shall also be afforded to such Paying Agent, authenticating agent or Bond Registrar; (l) the Bond Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer obtains actual knowledge of such event or the Bond Trustee receives written notice of such event from the Bond Issuer, the Servicer or a majority of the Holders of Bonds of the Tranche or Tranches so affected; (m) without limiting its rights under bankruptcy law, when the Bond Trustee incurs expenses or renders services in connection with the insolvency or bankruptcy of any party hereto or with the Basic Documents to which it is a party such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy or insolvency law; (n) the Bond Trustee shall not be required to give any bond or surety in respect of the execution of the trust created herby or the power granted hereunder; (o) in no event shall the Bond Trustee be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Bond Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (p) the right of the Bond Trustee to perform any discretionary act enumerated in this Bond Indenture shall not be construed as a duty, and the advice Bond Trustee shall not be answerable for other than its negligence or opinion willful misconduct in the performance of counsel with respect any such act; (q) the Bond Trustee shall have no duty to legal matters relating file any financing statement or continuation statement evidencing a security interest or to this Indenture maintain any such filing, or to maintain any insurance; and (r) the Bond Trustee shall have no obligation to supervise the Servicer or act as successor Servicer, and shall not be liable for any default or misconduct of the Transition Bonds shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselServicer.

Rights of Bond Trustee. (a) The recitals of facts herein and in the Bonds contained shall be taken as statements of the Authority, and the Bond Trustee may rely on does not assume any document believed by it responsibility for the correctness of the same, or make any representations as to be genuine and the validity or sufficiency of this Indenture, the Loan Agreement or the Bonds, or incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to have been signed or presented by the proper Personimposed upon it. The Bond Trustee need not investigate any fact or matter stated shall, however, be responsible for its representations contained in its certificate of authentication on the document. (b) Before the Bond Trustee acts or refrains from acting, it may require an Officer's Certificate or an Opinion of CounselBonds. The Bond Trustee shall not be liable in connection with the performance of its duties hereunder, except for any action it takes its own negligence or omits to take in good faith in reliance on an Officer's Certificate or an Opinion of Counselwillful misconduct. (c) The Bond Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Bond Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (db) The Bond Trustee shall not be liable for any action it takes taken, or omits to take error of judgment made, in good faith which by a Responsible Officer or any of its employees or agents, unless it believes to shall be authorized or within its rights or powers; provided, however, proved that the Bond Trustee was negligent in ascertaining the pertinent facts. (c) The Bond Trustee shall not be liable with respect to any action taken or omitted to be taken by in accordance with the direction of the Holders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Bond Trustee's conduct does , or exercising any trust or power conferred upon the Bond Trustee under this Indenture. The permissive right of the Bond Trustee to do things enumerated in this Indenture shall not constitute wilful misconductbe construed as a duty. (d) The Bond Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, negligence order or bad faithdirection of any of the Bondholders pursuant to the provisions of this Indenture unless such Bondholders shall have offered to the Bond Trustee reasonable security or indemnity satisfactory to it in the Bond Trustee’s sole and absolute discretion against the costs, expenses and liabilities which may be incurred therein or thereby. (e) The Bond Trustee may consult shall not be deemed to have knowledge of any Event of Default other than an Event of Default under Section 7.01(a) or 7.01(b) hereof unless and until a Responsible Officer of the Bond Trustee shall have actual knowledge thereof, or shall have received written notice thereof, at its Principal Corporate Trust Office. Except as otherwise expressly provided herein, the Bond Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with counselthe Bonds or as to the existence of an Event of Default hereunder. (f) No provision of this Indenture shall require the Bond Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, and or in the advice exercise of its rights or opinion powers. The Bond Trustee has no obligation or liability to the Bondholders for the payment of counsel interest or principal with respect to legal matters the Bonds. (g) The Bond Trustee shall be entitled to request and receive written instructions from the Authority under this Indenture and shall have no responsibility or liability for any losses or damages of any nature that may arise from any action taken or not taken by the Bond Trustee in accordance with the written direction of Authority. The Bond Trustee shall not be bound to ascertain or inquire as to the validity or genuineness of any collateral given to or held by it. The Bond Trustee shall not be responsible for the recording or filing of any document relating to this Indenture and or of financing statements (or continuation statements in connection therewith) or of any supplemental instruments or documents of further assurance as may be required by law to perfect the Transition Bonds security interests in any collateral given to or held by it. (h) The Bond Trustee shall not be concerned with or accountable to anyone for the subsequent use or application of any moneys which shall be full and complete authorization and protection from liability in respect to any action taken, omitted released or suffered by it hereunder in good faith and withdrawn in accordance with the advice provisions hereof. (i) The Bond Trustee shall have the right to accept and act upon directions given pursuant to this Indenture and delivered using Electronic Notice; provided, however, that the Authority or opinion the Borrower, as applicable, shall provide to the Bond Trustee an incumbency certificate listing authorized officers with the authority to provide such directions and containing specimen signatures of such counselauthorized officers, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the Authority or the Borrower, as applicable, elects to give the Bond Trustee directions using Electronic Notice and the Bond Trustee in its discretion elects to act upon such directions, the Bond Trustee’s understanding of such directions shall be deemed controlling. The Authority and the Borrower understand and agree that the Bond Trustee cannot determine the identity of the actual sender of such directions and that the Bond Trustee shall conclusively presume that directions that purport to have been sent by an authorized officer listed on the incumbency certificate provided to the Bond Trustee have been sent by such authorized officer. The Authority and/or the Borrower, as applicable, shall be responsible for ensuring that only authorized officers transmit such directions to the Bond Trustee and that all authorized officers treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. The Bond Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bond Trustee’s reliance upon and compliance with such directions notwithstanding such directions conflict or are inconsistent with a subsequent written direction. The Authority and the Borrower agree: (i) to assume all risks arising out of the use of Electronic Notice to submit directions to the Bond Trustee, including without limitation the risk of the Bond Trustee acting on unauthorized directions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting directions to the Bond Trustee and that there may be more secure methods of transmitting directions than the method(s) selected by the Authority and/or the Borrower; and (iii) that the security procedures (if any) to be followed in connection with its transmission of directions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. (j) The Bond Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented or delayed by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Bond Trustee and could not have been avoided by exercising due care. Force majeure shall include but not be limited to acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences.

Rights of Bond Trustee. Subject to the provisions of Trust Indenture Act § 315: (a) The the Bond Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, paper or other document believed by it to be genuine and to have been signed or presented by the proper Person. The party or parties and the Bond Trustee need not investigate any matter or fact or matter stated in the such document.; (b) Before any request or direction of the Bond Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request; (c) before the Bond Trustee acts or refrains from acting, it may require and shall be entitled to receive an Officer's ’s Certificate or an Opinion of CounselCounsel of external counsel of the Bond Issuer (at no cost or expense to the Bond Trustee) that such action is required or permitted hereunder. The Bond Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an such Officer's ’s Certificate or an Opinion of Counsel. (cd) The the Bond Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Bond Indenture and the Bonds shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (e) the Bond Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Bond Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request or direction of any of the Bondholders pursuant to this Bond Indenture, unless such Bondholders shall have offered to the Bond Trustee security or indemnity satisfactory to it against the cost, expenses (including reasonable legal fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction; (f) the Bond Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, paper or other document; (g) the Bond Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, attorneys, custodians or attorneys or a custodian or nominee, nominees and the Bond Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, attorney custodian or nominee appointed with due care by it hereunder; and the Bond Trustee shall give prompt written notice to the Rating Agencies of the appointment of any such agent, custodian or nominee to whom it delegates any of its express duties under this Bond Indenture (it being understood that the hiring of outside agents to perform tasks which the trustee reasonably deems to be ministerial and the retention of counsel to advise or represent the trustee shall not be deemed a delegation of duties for purposes of this Section 6.02 (g)), provided, that the Bond Trustee shall not be obligated to give such notice (i) if the Bond Issuer or the Holders have directed the Bond Trustee to appoint such agent, custodian or nominee (in which event the Bond Issuer shall give prompt notice to the Rating Agencies of any such direction) or (ii) of the appointment of any agents, custodians or nominees made at any time that an Event of Default on account of non-payment of principal or interest on the Bonds or insolvency of the Bond Issuer has occurred and is continuing. (dh) The the Bond 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 the Holders of Bonds relating to the time, method and place of conducting any proceeding for any remedy available to the Bond Trustee, or exercising any trust or power conferred upon the Bond Trustee, under this Bond Indenture; (i) the Bond Trustee shall not be required to expend or risk its own funds in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk is not reasonably assured to it; (j) the Bond Trustee shall not be personally liable for any action taken or suffered or omitted to be taken by it takes or omits to take in good faith which and reasonably believed by it believes to be authorized or within its the discretion or rights or powerspowers conferred upon it by this Bond Indenture; provided, however, that the Bond Trustee's ’s conduct does not constitute wilful willful misconduct, negligence or bad faith.; (ek) The in the event that the Bond Trustee may consult is also acting as Paying Agent, authenticating agent or Bond Registrar hereunder, the rights and protections afforded to the Bond Trustee pursuant to this Article VI shall also be afforded to such Paying Agent, authenticating agent or Bond Registrar; (l) the Bond Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer obtains actual knowledge of such event or the Bond Trustee receives written notice of such event from the Bond Issuer, the Servicer or a majority of the Holders of Bonds of the Tranche or Tranches so affected; (m) without limiting its rights under bankruptcy law, when the Bond Trustee incurs expenses or renders services in connection with the insolvency or bankruptcy of any party hereto or with the Basic Documents to which it is a party such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy or insolvency law; (n) the Bond Trustee shall not be required to give any bond or surety in respect of the execution of the trust created herby or the power granted hereunder; (o) in no event shall the Bond Trustee be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Bond Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (p) the right of the Bond Trustee to perform any discretionary act enumerated in this Bond Indenture shall not be construed as a duty, and the advice Bond Trustee shall not be answerable for other than its negligence or opinion willful misconduct in the performance of counsel with respect any such act; (q) the Bond Trustee shall have no duty to legal matters relating file any financing statement or continuation statement evidencing a security interest or to this Indenture maintain any such filing, or to maintain any insurance; and (r) the Bond Trustee shall have no obligation to supervise the Servicer or act as successor Servicer, and shall not be liable for any default or misconduct of the Transition Bonds shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselServicer.