Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01: (1) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee; (2) the Indenture Trustee may consult with counsel, accountants and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel; (3) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order or direction; (4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; (5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors; (6) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care; (7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law; (8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and (9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee. (10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. (11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages. (b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06. (c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 2 contracts
Samples: Indenture (Nissan Auto Receivables 2019-a Owner Trust), Indenture (Nissan Auto Receivables 2019-a Owner Trust)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;; 33 (NAROT 2020-B Indenture)
(2) the Indenture Trustee may consult with counsel, accountants and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(3) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;
(6) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;; 34 (NAROT 2020-B Indenture)
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 2 contracts
Samples: Indenture (Nissan Auto Receivables Corp Ii), Indenture (Nissan Auto Receivables Corp Ii)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1i) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2ii) the Indenture Trustee may consult with counsel, accountants counsel and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(3iii) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order therein or directionthereby;
(4iv) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5v) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the NotesNotes (acting together as a single class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates); provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;; and
(6vi) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 2 contracts
Samples: Indenture (Toyota Auto Finance Receivables LLC), Indenture (Toyota Auto Finance Receivables LLC)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2) the Indenture Trustee may consult with counsel, accountants and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(3) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;
(6) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;; 32 (NAROT 2022-B Indenture)
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 2 contracts
Samples: Indenture (Nissan Auto Receivables 2022-B Owner Trust), Indenture (NISSAN AUTO RECEIVABLES Co II LLC)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1a) the The Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon on any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means .
(b) Whenever in the administration of electronic distribution as permitted in writing by this Indenture the Indenture Trustee;Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee may (unless other evidence be herein specifically prescribed), in the absence of bad faith on its part, rely on an Officer’s Certificate of the Issuer.
(2c) the The Indenture Trustee may consult with counselcounsel with respect to any action to be taken, accountants and experts suffered or omitted by it hereunder and the written advice of such counsel, accountants or experts obtained in good faith, or any Opinion of Counsel or any Tax Opinion shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counsel;reliance thereon.
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture, or a Series Enhancer if so authorized by an Indenture or the Sale and Servicing Agreement, Supplement unless such Noteholders or Series Enhancer shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;.
(4e) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the The Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;Issuer, personally or by agent or attorney.
(6f) Subject to Section 6.13 hereof, the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, Affiliates, attorneys, custodians or attorneys or a custodiannominees; provided, and however, that the Indenture Trustee shall not continue to be liable responsible for any (i) misconduct or negligence on the misconduct part of any agent, Affiliates, attorney, custodians or nominees appointed by it hereunder and (ii) the supervision of such agents agents, Affiliates, attorneys, custodians or attorneys if nominees after such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trusteeappointment.
(10g) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action actions taken, suffered or omitted by it takes or omits to take in good faith in reliance on such Officer’s Certificate and believed by it to be authorized or Opinion of Counselwithin the discretion or rights conferred upon the Indenture Trustee by this Indenture.
(11h) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on If the Indenture Trustee or take or omit to take any actionis also acting as Paying Agent, suffer any action to be taken or omittedAuthentication Agent and Transfer Agent and Registrar, in the performance of its duties, or to exercise any right or power hereunder, rights and protections afforded to the extent that taking or omitting Indenture Trustee pursuant to take this Article VI shall also be afforded to such action or suffering such action to be taken or omitted wouldPaying Agent, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)Authentication Agent and Transfer Agent and Registrar.
Appears in 2 contracts
Samples: Omnibus Amendment (NRT Settlement Services of Missouri LLC), Omnibus Amendment (Realogy Corp)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2) the Indenture Trustee may consult with counsel, accountants and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(3) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;
(6) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
; 33 (NAROT 2018-C Indenture) (7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 2 contracts
Samples: Indenture (Nissan Auto Receivables 2018-C Owner Trust), Indenture (Nissan Auto Receivables 2018-C Owner Trust)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1i) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s 's Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2ii) the Indenture Trustee may consult with counsel, accountants counsel and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(3iii) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order therein or directionthereby;
(4iv) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5v) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the NotesClass A Notes (acting together as a single class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates); providedPROVIDED, howeverHOWEVER, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;; and
(6vi) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 2 contracts
Samples: Indenture (Toyota Motor Credit Receivables Corp), Indenture (Toyota Motor Credit Receivables Corp)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1i) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2ii) the Indenture Trustee may consult with counsel, accountants counsel and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good the absence of bad faith and in accordance with such advice or Opinion of Counsel;
(3iii) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing AgreementIndenture, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing AgreementIndenture, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities (including the reasonable fees of counsel) that may be incurred by it, its agents and its counsel in compliance with such request, order therein or directionthereby;
(4iv) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good the absence of bad faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5v) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any Servicer’s Certificate, resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the NotesNotes of the Controlling Class (acting together as a single Class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, the Depositor or any of their Affiliates); provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;; and
(6vi) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 2 contracts
Samples: Indenture (Toyota Lease Trust), Indenture (Toyota Lease Trust)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2) the Indenture Trustee may consult with counsel, accountants and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(3) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order or direction;; 34 (NAROT 2019-C Indenture)
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;
(6) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.. 35 (NAROT 2019-C Indenture)
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 2 contracts
Samples: Indenture (Nissan Auto Receivables 2019-C Owner Trust), Indenture (Nissan Auto Receivables 2019-C Owner Trust)
Rights of Indenture Trustee. (a) Except as otherwise provided in Subject to the provisions of Section 6.016.1:
(1i) the Indenture Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalnote, bond debenture, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by parties (and the Indenture TrusteeTrustee need not investigate any fact or matter stated in the document);
(2ii) any request or direction or action of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order;
(iii) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate;
(iv) the Indenture Trustee may consult with counsel, accountants and experts counsel as to legal matters and the advice or opinion of any such counsel, accountants or experts or any Opinion of Counsel counsel selected by the Indenture Trustee with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3v) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5vi) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalnote, bond debenture, other evidence of indebtedness, or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding the ObligorsIssuer, personally or by agent or attorney;
(6vii) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys or a custodian, nominees and the Indenture Trustee shall not be liable responsible for any misconduct or negligence on the misconduct part of such agents any agent, attorney, custodian or attorneys if such agents or attorneys have been selected nominee appointed with due care by the Indenture Trustee with reasonable careit hereunder;
(7viii) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate which it believes to be authorized or Opinion of Counsel.within its rights or powers; provided, however, that the Indenture Trustee's conduct does not constitute willful misconduct, negligence or bad faith;
(11ix) The the Indenture Trustee will shall not be responsible required to give any bond or surety in respect of the performance of its powers and duties hereunder;
(x) the Indenture Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Issuer;
(xi) the permissive rights of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Indenture Trustee shall not be answerable for other than its gross negligence or willful default;
(xii) in the event that the Indenture Trustee is also acting as Paying Agent or Note Registrar hereunder, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall also be afforded to such Paying Agent or Note Registrar; and
(xiii) in no event shall the Indenture Trustee be liable for special, indirect, punitive, indirect or consequential damages.
(b) No Noteholder will have any right The recitals contained herein and in the Notes, except the Indenture Trustee's certificates of authentication, shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision validity or sufficiency of this Indenture shall be deemed to impose any duty or obligation on of the Indenture Trustee or take or omit to take any actionNotes, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, except to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of provided by the Indenture Trustee, expose it to liability 's certificate of authentication on the Notes. The Indenture Trustee shall not be accountable for the use or violate applicable law binding upon it (which determination may be based on an Opinion application by the Issuer of Counsel)the proceeds of the Notes.
Appears in 2 contracts
Samples: Indenture (Cef Equipment Holding LLC), Indenture (GE Equipment Midticket LLC, Series 2006-1)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;; 33 (NAROT 2017-C Indenture)
(2) the Indenture Trustee may consult with counsel, accountants and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(3) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;
(6) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;; 34 (NAROT 2017-C Indenture)
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 2 contracts
Samples: Indenture (Nissan Auto Receivables 2017-C Owner Trust), Indenture (Nissan Auto Receivables 2017-C Owner Trust)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;; 32 (NAROT 2023-B Indenture)
(2) the Indenture Trustee may consult with counsel, accountants and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(3) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;
(6) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;; 33 (NAROT 2023-B Indenture)
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 2 contracts
Samples: Indenture (NISSAN AUTO RECEIVABLES Co II LLC), Indenture (NISSAN AUTO RECEIVABLES Co II LLC)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2) the Indenture Trustee may consult with counsel, accountants and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(3) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;
(6) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.. 33 (NAROT 2019-B Indenture)
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 2 contracts
Samples: Indenture (Nissan Auto Receivables 2019-B Owner Trust), Indenture (Nissan Auto Receivables 2019-B Owner Trust)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2) the Indenture Trustee may consult with counsel, accountants and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(3) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;
(6) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.. 33 (NAROT 2020-A Indenture)
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 2 contracts
Samples: Indenture (Nissan Auto Receivables 2020-a Owner Trust), Indenture (Nissan Auto Receivables 2020-a Owner Trust)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1i) the Indenture 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 Opinion of Counsel from the appropriate party.
(ii) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2iii) the Indenture Trustee may consult with counsel, accountants counsel and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good the absence of bad faith and in accordance with such advice or Opinion of Counsel;
(3iv) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreementother Basic Documents, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreementother Basic Documents, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the other Basic Documents, other than to fulfill its obligations described in Section 11.01 of the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities (including the reasonable fees of counsel) that may be incurred by it, its agents and its counsel in compliance with such request, order therein or directionthereby;
(4v) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good the absence of bad faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this IndentureIndenture or any other Basic Documents;
(5vi) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any Servicer’s Certificate, resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the NotesNotes of the Controlling Class (acting together as a single Class); provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable security or indemnity reasonably satisfactory to it against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;
(6vii) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian;
(viii) the right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be liable answerable for other than its negligence, bad faith or willful misconduct in the misconduct performance of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documentsact; and
(9ix) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable responsible for any action it takes delays or omits failure in performance resulting from acts beyond its control (such acts include but are not limited to take in good faith in reliance on such Officer’s Certificate or Opinion acts of Counsel.
(11) God, strikes, lockouts, riots and acts of war). The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damagesuse reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 2 contracts
Samples: Indenture (Toyota Auto Finance Receivables LLC), Indenture (Toyota Auto Receivables 2016-D Owner Trust)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1i) the Indenture 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 Opinion of Counsel from the appropriate party.
(ii) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2iii) the Indenture Trustee may consult with counsel, accountants counsel and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good the absence of bad faith and in accordance with such advice or Opinion of Counsel;
(3iv) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreementother Basic Documents, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreementother Basic Documents, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the other Basic Documents, other than to fulfill its duties and obligations under Section 11.02 of the Sale and Servicing AgreementAgreement and Section 7.02(d) and Article XII of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities (including the reasonable fees of counsel) that may be incurred by it, its agents and its counsel in compliance with such request, order therein or directionthereby;
(4v) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good the absence of bad faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this IndentureIndenture or any other Basic Documents;
(5vi) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any Servicer’s Certificate, resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the NotesNotes of the Controlling Class (acting together as a single Class); provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable security or indemnity reasonably satisfactory to it against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;
(6vii) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian;
(viii) the right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be liable answerable for other than its negligence, bad faith or willful misconduct in the misconduct performance of such agents or attorneys if such agents or attorneys have been selected by act;
(ix) the Indenture Trustee shall not be responsible for delays or failure in performance resulting from acts beyond its control (such acts include but are not limited to nuclear or natural catastrophes or acts of God, pandemics, strikes, lockouts, work stoppages, riots, acts of war or terrorism, insurrection, revolution, interruptions, or loss or malfunctions of utilities, communications or computer (software or hardware) services. The Indenture Trustee will use reasonable efforts consistent with reasonable care;accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and
(7x) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to for the funding avoidance of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable bydoubt, the Indenture Trustee in shall not have any duty or obligation to monitor or enforce the Sponsor’s (or its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9Affiliates’) all communications, notices, instruction and other documents to be received by the Indenture Trustee (compliance with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, any applicable risk retention rules or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicableregulations. The Indenture Trustee shall not be charged with knowledge of any such rules or regulations, and it shall not be liable to any Noteholder or any other Person for any action it takes violation of any such rules or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damagesregulations.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 2 contracts
Samples: Indenture (Toyota Auto Receivables 2020-C Owner Trust), Indenture (Toyota Auto Receivables 2020-C Owner Trust)
Rights of Indenture Trustee. (a) Except as otherwise provided in Subject to the provisions of Section 6.016.1:
(1i) the Indenture Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalnote, bond debenture, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by parties (and the Indenture TrusteeTrustee need not investigate any fact or matter stated in the document);
(2ii) any request or direction or action of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order;
(iii) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate;
(iv) the Indenture Trustee may consult with counsel, accountants and experts counsel as to legal matters and the advice or opinion of any such counsel, accountants or experts or any Opinion of Counsel counsel selected by the Indenture Trustee with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counsel;reliance thereon; 700148678 06142559
(3v) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5vi) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalnote, bond debenture, other evidence of indebtedness, or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding the ObligorsIssuer, personally or by agent or attorney;
(6vii) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys or a custodian, nominees and the Indenture Trustee shall not be liable responsible for any misconduct or negligence on the misconduct part of such agents any agent, attorney, custodian or attorneys if such agents or attorneys have been selected nominee appointed with due care by the Indenture Trustee with reasonable careit hereunder;
(7viii) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officerwhich it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s Certificate conduct does not constitute willful misconduct, gross negligence or Opinion of Counsel.bad faith;
(11ix) The the Indenture Trustee will shall not be responsible required to give any bond or surety in respect of the performance of its powers and duties hereunder;
(x) the Indenture Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Issuer;
(xi) the permissive rights of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Indenture Trustee shall not be answerable for other than its gross negligence or willful default;
(xii) in the event that the Indenture Trustee is also acting as Paying Agent or Note Registrar hereunder, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall also be afforded to such Paying Agent or Note Registrar;
(xiii) in no event shall the Indenture Trustee be liable for special, indirect, punitive, indirect or consequential damages; and 700148678 06142559
(xiv) the Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (ii) to see to any insurance, (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Issuer or (iv) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Indenture Trustee pursuant to this Indenture or the Servicing Agreement believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties.
(b) No Noteholder will have any right The recitals contained herein and in the Notes, except the Indenture Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision validity or sufficiency of this Indenture shall be deemed to impose any duty or obligation on of the Indenture Trustee or take or omit to take any actionNotes, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, except to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of provided by the Indenture Trustee, expose it to liability ’s certificate of authentication on the Notes. The Indenture Trustee shall not be accountable for the use or violate applicable law binding upon it (which determination may be based on an Opinion application by the Issuer of Counsel)the proceeds of the Notes.
Appears in 2 contracts
Samples: Indenture (GE Equipment Transportation LLC, Series 2011-1), Indenture (GE Equipment Transportation LLC, Series 2011-1)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1i) the Indenture 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 Opinion of Counsel from the appropriate party.
(ii) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2iii) the Indenture Trustee may consult with counsel, accountants counsel and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good the absence of bad faith and in accordance with such advice or Opinion of Counsel;
(3iv) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreementother Basic Documents, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreementother Basic Documents, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the other Basic Documents, other than to fulfill its obligations described in Section 11.01 of the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities (including the reasonable fees of counsel) that may be incurred by it, its agents and its counsel in compliance with such request, order therein or directionthereby;
(4v) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good the absence of bad faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this IndentureIndenture or any other Basic Documents;
(5vi) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any Servicer’s Certificate, resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the NotesNotes of the Controlling Class (acting together as a single Class); provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable security or indemnity reasonably satisfactory to it against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;
(6vii) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian;
(viii) the right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be liable answerable for other than its negligence, bad faith or willful misconduct in the misconduct performance of such agents or attorneys if such agents or attorneys have been selected by act;
(ix) the Indenture Trustee shall not be responsible for delays or failure in performance resulting from acts beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots and acts of war). The Indenture Trustee will use reasonable efforts consistent with reasonable care;accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and
(7x) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to For the funding avoidance of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable bydoubt, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under shall not have any duty or obligation to monitor or enforce the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (Sponsor’s compliance with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, any applicable risk retention rules or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicableregulations. The Indenture Trustee shall not be charged with knowledge of any such rules or regulations, and it shall not be liable to any Noteholder or any other Person for any action it takes violation of any such rules or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damagesregulations.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 2 contracts
Samples: Indenture (Toyota Auto Receivables 2018-D Owner Trust), Indenture (Toyota Auto Receivables 2018-D Owner Trust)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2) the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;; 30 (Nissan 2014-B Indenture)
(3) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;
(6) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the . The Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 2 contracts
Samples: Indenture (Nissan Auto Receivables 2014-B Owner Trust), Indenture (Nissan Auto Receivables 2014-B Owner Trust)
Rights of Indenture Trustee. (a) Except as otherwise provided in Subject to the provisions of Section 6.016.1:
(1i) the Indenture Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalnote, bond debenture, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by parties (and the Indenture TrusteeTrustee need not investigate any fact or matter stated in the document);
(2ii) any request or direction or action of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order;
(iii) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate;
(iv) the Indenture Trustee may consult with counsel, accountants and experts counsel as to legal matters and the advice or opinion of any such counsel, accountants or experts or any Opinion of Counsel counsel selected by the Indenture Trustee with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3v) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5vi) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalnote, bond debenture, other evidence of indebtedness, or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding the ObligorsIssuer, personally or by agent or attorney;
(6vii) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys or a custodian, nominees and the Indenture Trustee shall not be liable responsible for any misconduct or negligence on the misconduct part of such agents any agent, attorney, custodian or attorneys if such agents or attorneys have been selected nominee appointed with due care by the Indenture Trustee with reasonable careit hereunder;
(7viii) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate which it believes to be authorized or Opinion of Counsel.within its rights or powers; provided, however, that the Indenture Trustee's conduct does not constitute willful misconduct, negligence or bad faith;
(11ix) The the Indenture Trustee will shall not be responsible required to give any bond or surety in respect of the performance of its powers and duties hereunder;
(x) the Indenture Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Issuer;
(xi) the permissive rights of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Indenture Trustee shall not be answerable for specialother than its gross negligence or willful default; and
(xii) in the event that the Indenture Trustee is also acting as Paying Agent or Note Registrar hereunder, indirect, punitive, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall also be afforded to such Paying Agent or consequential damagesNote Registrar.
(b) No Noteholder will have any right The recitals contained herein and in the Notes, except the Indenture Trustee's certificates of authentication, shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision validity or sufficiency of this Indenture shall be deemed to impose any duty or obligation on of the Indenture Trustee or take or omit to take any actionNotes, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, except to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of provided by the Indenture Trustee, expose it to liability 's certificate of authentication on the Notes. The Indenture Trustee shall not be accountable for the use or violate applicable law binding upon it (which determination may be based on an Opinion application by the Issuer of Counsel)the proceeds of the Notes.
Appears in 2 contracts
Samples: Indenture (Cef Equipment Holding LLC), Indenture (Cef Equipment Holding LLC)
Rights of Indenture Trustee. (a) Except as otherwise provided in Subject to the provisions of Section 6.016.1:
(1i) the Indenture Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalnote, bond debenture, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by parties (and the Indenture TrusteeTrustee need not investigate any fact or matter stated in the document);
(2ii) any request or direction or action of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order;
(iii) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate;
(iv) the Indenture Trustee may consult with counsel, accountants and experts counsel as to legal matters and the advice or opinion of any such counsel, accountants or experts or any Opinion of Counsel counsel selected by the Indenture Trustee with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3v) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5vi) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalnote, bond debenture, other evidence of indebtedness, or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding the ObligorsIssuer, personally or by agent or attorney;
(6vii) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys or a custodian, nominees and the Indenture Trustee shall not be liable responsible for any misconduct or negligence on the misconduct part of such agents any agent, attorney, custodian or attorneys if such agents or attorneys have been selected nominee appointed with due care by the Indenture Trustee with reasonable careit hereunder;
(7viii) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officerwhich it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s Certificate conduct does not constitute willful misconduct, negligence or Opinion of Counsel.bad faith;
(11ix) The the Indenture Trustee will shall not be responsible required to give any bond or surety in respect of the performance of its powers and duties hereunder;
(x) the Indenture Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Issuer;
(xi) the permissive rights of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Indenture Trustee shall not be answerable for other than its gross negligence or willful default;
(xii) in the event that the Indenture Trustee is also acting as Paying Agent or Note Registrar hereunder, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall also be afforded to such Paying Agent or Note Registrar; and
(xiii) in no event shall the Indenture Trustee be liable for special, indirect, punitive, indirect or consequential damages.
(b) No Noteholder will have any right The recitals contained herein and in the Notes, except the Indenture Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision validity or sufficiency of this Indenture shall be deemed to impose any duty or obligation on of the Indenture Trustee or take or omit to take any actionNotes, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, except to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of provided by the Indenture Trustee, expose it to liability ’s certificate of authentication on the Notes. The Indenture Trustee shall not be accountable for the use or violate applicable law binding upon it (which determination may be based on an Opinion application by the Issuer of Counsel)the proceeds of the Notes.
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1i) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s 's Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2ii) the Indenture Trustee may consult with counsel, accountants counsel and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(3iii) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee 39 reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order therein or directionthereby;
(4iv) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5v) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the (1) Class A Notes, so long as any Class A Notes remain Outstanding (acting together as a single class) or (2) Class B Notes, after the Class A Notes have been paid in full or (3) Class C Notes, after the Class B Notes have been paid in full (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates); providedPROVIDED, howeverHOWEVER, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;; and
(6vi) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:---------------------------
(1a) the Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer's Certificate of the Issuer. The Issuer shall provide a copy of such Officer's Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer's Certificate;
(c) as a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture in hereunder in-good faith and in accordance with such advice or Opinion of Counsel;reliance thereon; 12887017 42
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5e) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to but the Indenture Trustee at the written direction of one or more of the costs, expenses or liabilities likely to be incurred by it in Noteholders and at the making expense of such investigation isthe Noteholders, in the opinion of the Indenture Trusteeits discretion, not reasonably assured to may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys nominees and the Indenture Trustee shall not be responsible for any (i) misconduct or a custodiannegligence on the part of any agent, and attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents, attorneys, custodians or nominees after such appointment with due care;
(g) the Indenture Trustee shall not be liable for any actions taken, suffered or omitted by it in good faith and believed by it to be authorized or within the misconduct of such agents discretion or attorneys if such agents or attorneys have been selected by rights conferred upon the Indenture Trustee with reasonable care;by this Indenture; and
(7h) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide event that the Indenture Trustee upon its reasonable request from time is also acting as Paying Agent and Transfer Agent and Registrar and Successor Servicer, if it becomes Successor Servicer pursuant to time such identifying information Section 7.2 of the Transfer and documentation as may be reasonably available for such party in order to enable Servicing Agreement, the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities rights and benefits given protections afforded to the Indenture Trustee herein, including the right pursuant to this Article VI shall also be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, afforded to such Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction Transfer Agent and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email---------- Registrar and Successor Servicer, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect becomes Successor Servicer pursuant to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment 7.2 of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)Transfer and Servicing Agreement.
Appears in 1 contract
Samples: Master Indenture (Spiegel Inc)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:---------------------------
(1a) the Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer's Certificate of the Issuer. The Issuer shall provide a copy of such Officer's Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer's Certificate;
(c) as a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture in hereunder in-good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5e) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to but the Indenture Trustee at the written direction of one or more of the costs, expenses or liabilities likely to be incurred by it in Noteholders and at the making expense of such investigation isthe Issuer, in the opinion of the Indenture Trusteeits discretion, not reasonably assured to may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys nominees and the Indenture Trustee shall not be responsible for any (i) misconduct or a custodiannegligence on the part of any agent, and attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents, attorneys, custodians or nominees after such appointment with due care;
(g) the Indenture Trustee shall not be liable for any actions taken, suffered or omitted by it in good faith and believed by it to be authorized or within the misconduct of such agents discretion or attorneys if such agents or attorneys have been selected by rights conferred upon the Indenture Trustee with reasonable care;by this Indenture; and
(7h) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide event that the Indenture Trustee upon its reasonable request from time to time such identifying information is also acting as Paying Agent and documentation as may be reasonably available for such party in order to enable Transfer Agent and Registrar, the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities rights and benefits given protections afforded to the Indenture Trustee herein, including the right pursuant to this Article VI shall also be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, afforded to such ---------- Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction Transfer Agent and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture TrusteeRegistrar.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1i) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2ii) the Indenture Trustee may consult with counsel, accountants counsel and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(3iii) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order therein or directionthereby;
(4iv) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5v) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;; and
(6vi) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.016.01 hereof:
(1a) the Indenture Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Issuer. The Issuer shall provide a copy of such Officer's Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer's Certificate;
(c) as a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture in hereunder in-good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5e) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys nominees and the Indenture Trustee shall not be responsible for (i) any misconduct or a custodiannegligence on the part of any agent, and attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents, attorneys, custodians or nominees after such appointment with due care;
(g) the Indenture Trustee shall not be liable for any actions taken, suffered or omitted by it in good faith and believed by it to be authorized or within the misconduct of such agents discretion or attorneys if such agents or attorneys have been selected by rights conferred upon the Indenture Trustee with reasonable care;by this Indenture; and
(7h) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide event that the Indenture Trustee upon its reasonable request from time to time such identifying information is also acting as Paying Agent and documentation as may be reasonably available for such party in order to enable Transfer Agent and Registrar, the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities rights and benefits given protections afforded to the Indenture Trustee herein, including the right pursuant to this Article VI shall also be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, afforded to such Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction Transfer Agent and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture TrusteeRegistrar.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1a) the Indenture Trustee may conclusively rely and shall will be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Indenture the Indenture Trustee deems it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Issuer. The Issuer will provide a copy of such Officer's Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer's Certificate; 35
(c) as a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall will be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be is under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4e) the Indenture Trustee shall is not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it required to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by determines to make such further inquiry or investigation, it will be entitled to examine the security afforded to it by the terms of this Indenturebooks, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys or a custodian, nominees and the Indenture Trustee shall is not be liable responsible for any (i) misconduct or negligence on the misconduct part of any agent, attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents agents, attorneys, custodians or attorneys if nominees after such agents or attorneys have been selected by the Indenture Trustee appointment with reasonable due care;
(7g) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall will not be liable for any action actions taken, suffered or omitted by it takes or omits to take in good faith in reliance on such Officer’s Certificate faith, without negligence and reasonably believed by it to be authorized or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, within the discretion or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except rights conferred upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any actionby this Indenture; and
(h) if the Indenture Trustee is also acting as Paying Agent and Transfer Agent and Registrar, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, rights and protections afforded to the extent that taking or omitting Indenture Trustee pursuant to take this Article VI will also be afforded to such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)Paying Agent and Transfer Agent and Registrar.
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.016.1:
(1a) the Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) except during the continuance of an Event of Default, whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer's Certificate of the Issuer. The Issuer shall provide a copy of such Officer's Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer's Certificate;
(c) as a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture in hereunder in-good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction; provided, however, that nothing contained herein shall relieve the Indenture Trustee of the obligations upon the occurrence of an Event of Default (which has not been cured or waived) to exercise such of the rights and powers vested in it by this Indenture and to use the same degree of care or skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5e) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to but the Indenture Trustee at the written direction of one or more of the costs, expenses or liabilities likely to be incurred by it in Noteholders and at the making expense of such investigation isthe Noteholders, in the opinion of the Indenture Trusteeits discretion, not reasonably assured to may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys nominees and the Indenture Trustee shall not be responsible for any (i) misconduct or a custodiannegligence on the part of any agent, and attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents, attorneys, custodians or nominees after such appointment with due care;
(g) the Indenture Trustee shall not be liable for any actions taken, suffered or omitted by it in good faith and believed by it to be authorized or within the misconduct of such agents discretion or attorneys if such agents or attorneys have been selected by rights conferred upon the Indenture Trustee with reasonable care;by this Indenture; and
(7h) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide event that the Indenture Trustee upon its reasonable request from time is also acting as Paying Agent and Transfer Agent and Registrar and Successor Servicer, if it becomes Successor Servicer pursuant to time such identifying information Section 7.2 of the Transfer and documentation as may be reasonably available for such party in order to enable Servicing Agreement, the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities rights and benefits given protections afforded to the Indenture Trustee herein, including the right pursuant to this Article VI shall also be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, afforded to such Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction Transfer Agent and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply emailRegistrar and Successor Servicer, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect becomes Successor Servicer pursuant to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment 7.2 of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)Transfer and Servicing Agreement.
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1i) the Indenture 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 Opinion of Counsel from the appropriate party.
(ii) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2iii) the Indenture Trustee may consult with counsel, accountants counsel and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good the absence of bad faith and in accordance with such advice or Opinion of Counsel;
(3iv) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreementother Basic Documents, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreementother Basic Documents, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the other Basic Documents, other than to fulfill its duties and obligations under Section 11.02 of the Sale and Servicing AgreementAgreement and Section 7.02(d) and Article XII of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities (including the reasonable fees of counsel) that may be incurred by it, its agents and its counsel in compliance with such request, order therein or directionthereby;
(4v) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good the absence of bad faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this IndentureIndenture or any other Basic Documents;
(5vi) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any Servicer’s Certificate, resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the NotesNotes of the Controlling Class (acting together as a single Class); provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable security or indemnity reasonably satisfactory to it against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;
(6vii) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian;
(viii) the right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be liable answerable for other than its negligence, bad faith or willful misconduct in the misconduct performance of such agents or attorneys if such agents or attorneys have been selected by act; and
(ix) the Indenture Trustee shall not be responsible for delays or failure in performance resulting from acts beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots and acts of war). The Indenture Trustee will use reasonable efforts consistent with reasonable care;accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
(7x) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to For the funding avoidance of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable bydoubt, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under shall not have any duty or obligation to monitor or enforce the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (Sponsor’s compliance with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, any applicable risk retention rules or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicableregulations. The Indenture Trustee shall not be charged with knowledge of any such rules or regulations, and it shall not be liable to any Noteholder or any other Person for any action it takes violation of any such rules or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damagesregulations.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.016.1:
(1a) the Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Indenture, the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate of EDS or EIS. The Issuer shall provide a copy of such Officer’s Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer’s Certificate;
(c) as a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5e) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to but the Indenture Trustee at the written direction of one or more of the costs, expenses or liabilities likely to be incurred by it in Noteholders and at the making expense of such investigation isthe Noteholders, in the opinion of the Indenture Trusteeits discretion, not reasonably assured to may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys nominees and the Indenture Trustee shall not be responsible for any (i) misconduct or a custodiannegligence on the part of any agent, and attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents, attorneys, custodians or nominees after such appointment with due care;
(g) the Indenture Trustee shall not be liable for any actions taken, suffered or omitted by it in good faith and believed by it to be authorized or within the misconduct of such agents discretion or attorneys if such agents or attorneys have been selected by rights conferred upon the Indenture Trustee with reasonable care;by this Indenture; and
(7h) in order to comply with laws, rules, regulations the rights and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given protections afforded to the Indenture Trustee herein, including the right pursuant to this Article VI shall also be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee afforded to it in its capacities capacity as Indenture Trustee, Paying paying agent and Transfer Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture TrusteeRegistrar.
(10i) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any the right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture ask for and shall be deemed entitled to impose any duty or obligation on receive instruction from the Indenture Trustee or take or omit Required Noteholders prior to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such any action pursuant to this Indenture and shall not be liable with respect to any action taken or suffering such action omitted to be taken by the Indenture Trustee in good faith in accordance with the instructions of the Required Noteholders rendered pursuant to this Indenture, or with respect to any action omitted wouldto be taken by the Indenture Trustee in good faith after requesting, but before receiving, such instruction.
(j) The Indenture Trustee is hereby authorized, in the judgment making or disposing of any investment permitted by this Indenture, 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 an agent of the Indenture Trustee, expose it to liability Trustee or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)for any third person or dealing as principal for its own account.
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1a) the The Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon on any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means .
(b) Whenever in the administration of electronic distribution as permitted in writing by this Indenture the Indenture Trustee;Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee may (unless other evidence be herein specifically prescribed), in the absence of bad faith on its part, rely on an Officer’s Certificate of the Issuer.
(2c) the The Indenture Trustee may consult with counselcounsel with respect to any action to be taken, accountants and experts suffered or omitted by it hereunder and the written advice of such counsel, accountants or experts obtained in good faith, or any Opinion of Counsel or any Tax Opinion shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counsel;reliance thereon.
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture, or a Series Enhancer if so authorized by an Indenture or the Sale and Servicing Agreement, Supplement unless such Noteholders or Series Enhancer shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;.
(4e) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the The Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;Issuer, personally or by agent or attorney.
(6f) Subject to Section 6.13 hereof, the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys or a custodiannominees, and the Indenture Trustee shall not be liable responsible for any misconduct or negligence on the misconduct part of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with lawsany agent, rulesattorney, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requestedcustodian, or other suitable means of electronic distribution as permitted in writing nominee appointed by the Indenture Trusteeit with due care hereunder.
(10g) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action actions taken, suffered or omitted by it takes or omits to take in good faith in reliance on such Officer’s Certificate and believed by it to be authorized or Opinion of Counselwithin the discretion or rights conferred upon the Indenture Trustee by this Indenture.
(11h) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on If the Indenture Trustee or take or omit to take any actionis also acting as Paying Agent, suffer any action to be taken or omittedAuthentication Agent and Transfer Agent and Registrar, in the performance of its duties, or to exercise any right or power hereunder, rights and protections afforded to the extent that taking or omitting Indenture Trustee pursuant to take this Article VI shall also be afforded to such action or suffering such action to be taken or omitted wouldPaying Agent, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)Authentication Agent and Transfer Agent and Registrar.
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.016.01 hereof:
(1a) the Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Issuer. The Issuer shall provide a copy of such Officer's Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer's Certificate;
(c) as a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture in hereunder in-good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5e) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys nominees and the Indenture Trustee shall not be responsible for (i) any misconduct or a custodiannegligence on the part of any agent, and attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents, attorneys, custodians or nominees after such appointment with due care;
(g) the Indenture Trustee shall not be liable for any actions taken, suffered or omitted by it in good faith and believed by it to be authorized or within the misconduct of such agents discretion or attorneys if such agents or attorneys have been selected by rights conferred upon the Indenture Trustee with reasonable care;by this Indenture; and
(7h) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide event that the Indenture Trustee upon its reasonable request from time to time such identifying information is also acting as Paying Agent and documentation as may be reasonably available for such party in order to enable Transfer Agent and Registrar, the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities rights and benefits given protections afforded to the Indenture Trustee herein, including the right pursuant to this Article VI shall also be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, afforded to such Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction Transfer Agent and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture TrusteeRegistrar.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Samples: Master Indenture (Household Affinity Funding Corp Iii)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1a) the Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence is specifically prescribed herein) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Issuer; the Issuer shall provide a copy of such Officer's Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer's Certificate;
(c) as a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture in hereunder in-good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5e) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys nominees and the Indenture Trustee shall not be responsible for (i) any misconduct or a custodiannegligence on the part of any agent, and attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents, attorneys, custodians or nominees after such appointment with due care;
(g) the Indenture Trustee shall not be liable for any actions taken, suffered or omitted by it in good faith and believed by it to be authorized or within the misconduct of such agents discretion or attorneys if such agents or attorneys have been selected by rights conferred upon the Indenture Trustee with reasonable care;by this Indenture; and
(7h) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide event that the Indenture Trustee upon its reasonable request from time to time such identifying information is also acting as Paying Agent and documentation as may be reasonably available for such party in order to enable Transfer Agent and Registrar, the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities rights and benefits given protections afforded to the Indenture Trustee herein, including the right pursuant to this Article shall also be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, afforded to such Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction Transfer Agent and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture TrusteeRegistrar.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.016.1:
(1i) the Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided . In connection with the delivery of any information to it via email the Indenture Trustee by the Servicer or any other party to the Transaction Documents where the Indenture Trustee is required to use such information in connection with the preparation or distribution of payments or reports to Noteholders or other suitable means of electronic distribution as permitted in writing by parties, the Indenture TrusteeTrustee is entitled to conclusively rely on the accuracy of all such information and shall not be required to investigate or reconfirm its accuracy and shall not be liable in any manner whatsoever for any errors, inaccuracies or incorrect information resulting from the use of this information;
(2ii) except during the continuance of a Trust Event of Default, whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate of the Issuer;
(iii) as a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture in hereunder in-good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3iv) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation is not obligated to (i) exercise any of the rights or powers vested in it by under this Indenture or the Sale and Servicing Agreement, other Transaction Documents or to institutepay or risk its own funds or incur any financial liability in the performance of its obligations under this Indenture or the other Transaction Documents if it has reasonable grounds to believe that payment of such funds or adequate indemnity satisfactory to it against that risk or liability is not reasonably assured or given to it or (ii) start, conduct pursue or defend litigation, investigate any litigation matter or honor the request or direction of the Noteholders under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of unless the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against satisfactory to it for the costs, reasonable expenses and liabilities that may might be incurred by it, its agents and its counsel the Indenture Trustee in compliance complying with such request, order the request or direction; provided, however, that notwithstanding anything to the contrary in this Indenture, the Indenture Trustee will not be required to take any action if the Indenture Trustee reasonably determines that such action (x) will not be in the best interests of the Noteholders or (y) will be contrary to applicable Law; provided further, that nothing contained herein shall relieve the Indenture Trustee of the obligations, upon the occurrence of an Event of Default (which has not been cured or waived), to exercise such of the rights and powers vested in it by this Indenture and to use the same degree of care or skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs; and the permissive right of the Indenture Trustee to take any action under the Transaction Documents shall not be construed as a duty to take such action;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5v) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisal, approval, bond bond, note or other paper or documentdocument believed by it to be genuine, unless requested in writing so to do so by Holders of Notes evidencing not less more than 2550% of the Outstanding Amount aggregate unpaid principal amount of all Notes (or, with respect to any such matters that do not relate to all Series, more than 50% of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee aggregate unpaid principal amount of the costs, expenses or liabilities likely Notes of all Series to be incurred by it in the making of which such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligorsmatters relate);
(6vi) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys nominees and the Indenture Trustee shall not be responsible for any misconduct or a custodiannegligence on the part of or for the supervision of any agent, and attorney, custodians or nominees appointed with due care by it hereunder;
(vii) the Indenture Trustee shall not be liable for any actions taken, suffered or omitted by it in good faith and believed by it to be authorized or within the misconduct of such agents discretion or attorneys if such agents or attorneys have been selected by rights conferred upon the Indenture Trustee with reasonable care;by this Indenture; and
(7viii) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee hereinTrustee, including the including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities as Indenture Trusteehereunder, Paying Agent and Secured Party under the Basic Documents; andeach agent, custodian and other Person employed to act hereunder.
(9b) all communications, notices, instruction and other documents to be received by In no event shall the Indenture Trustee be responsible or liable for special, punitive, indirect, or consequential loss or damage of any kind whatsoever (with the exception including, but not limited to, loss of those for which a non-electronic signature is expressly requested by profit) irrespective of whether the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, Trustee has been advised of the likelihood of such loss or other suitable means damage and regardless of electronic distribution as permitted in writing by the Indenture Trusteeform of action.
(10c) Before In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation strikes, work stoppages, accidents, acts of war or refrains terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
(d) The Indenture Trustee may consult with counsel, accountants, appraisers or other experts or advisors, and the advice or opinion of counsel, accountants, appraisers or other experts or advisors on any matters relating to this Indenture, any Indenture Supplement and the Notes will be full and complete authorization and protection from actingliability for any action taken or not taken by it under this Indenture in good faith and according to the advice or opinion of that counsel, it accountant, appraiser or expert or advisor.
(e) The Indenture Trustee shall not be required to determine the materiality or adverse effect of breaches of representations or warranties or other events for purposes of notice or enforcement hereunder or under any other Transaction Document.
(f) The Indenture Trustee may require an Officer’s Certificate request that the Issuer, the Administrator and any other Person deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any Indenture Supplement.
(g) The Indenture Trustee shall have no responsibility to prepare or make any filing or report under, or make any determination with respect to, any securities law or tax law, or to monitor, enforce, make any determination or take any action with respect to factual mattersany risk retention requirements or other regulatory requirements and shall have no liability for the failure of the Issuer, the Notes or the Noteholders or any other Person to satisfy any such requirements.
(h) and/or an Opinion Except as expressly provided in this Indenture or any Indenture Supplement, the Indenture Trustee shall have no obligation to administer, service or collect the Receivables or to maintain, monitor or otherwise supervise the administration, servicing or collection of Counsel the Receivables.
(i) The Indenture Trustee shall be under no duty or obligation in connection with the acquisition or Grant by the Issuer to the Indenture Trustee of any item constituting the Collateral, or to evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Issuer in connection with its Grant or otherwise, in each case, in order to determine compliance with applicable requirements of and restrictions on transfer in respect of such Collateral.
(j) The Indenture Trustee will not have any obligation or responsibility to matters of law), as applicablemonitor or enforce the Sponsor’s compliance with any risk retention requirements under Regulation RR. The Indenture Trustee shall not be charged with knowledge of such rules, nor shall it be liable to any Noteholder or other party for any action it takes violation of such rules now or omits to take hereafter in good faith in reliance on such Officer’s Certificate effect, except as otherwise may be explicitly required by law, rule or Opinion of Counselregulation.
(11k) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will shall have any right no obligation to institute any proceeding with respect to determine whether this Indenture except upon satisfying complies with the conditions set forth TIA or whether this Indenture is required to be qualified under the TIA and shall have no liability in Section 5.06.
(c) No provision connection therewith. The Indenture Trustee shall be entitled to rely on the provisions of this Indenture and shall be deemed have no liability to impose any duty or obligation on Person for its good faith reliance thereon regardless of whether its compliance with the terms hereof would cause this Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action required to be taken or omitted would, in qualified under the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)TIA.
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1i) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s 's Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2ii) the Indenture Trustee may consult with counsel, accountants counsel and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(3iii) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order therein or directionthereby;
(4iv) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5v) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the NotesClass A Notes (acting together as a single class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates); providedPROVIDED, howeverHOWEVER, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;; and
(6vi) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Samples: Indenture (Toyota Motor Credit Corp)
Rights of Indenture Trustee. (axvii) Except as otherwise provided in Subject to the provisions of Section 6.016.1:
(1i) the Indenture Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalnote, bond debenture, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by parties (and the Indenture TrusteeTrustee need not investigate any fact or matter stated in the document);
(2ii) any request or direction or action of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order;
(iii) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate;
(iv) the Indenture Trustee may consult with counsel, accountants and experts counsel as to legal matters and the advice or opinion of any such counsel, accountants or experts or any Opinion of Counsel counsel selected by the Indenture Trustee with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3v) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5vi) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalnote, bond debenture, other evidence of indebtedness, or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding the ObligorsIssuer, personally or by agent or attorney;
(6vii) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys or a custodiannominees, and provided that the Indenture Trustee shall not be liable responsible for any misconduct or negligence on the misconduct part of such agents any agent, attorney, custodian or attorneys if such agents or attorneys have been selected nominee appointed by the Indenture Trustee with reasonable careit hereunder;
(7viii) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officerwhich it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s Certificate conduct does not constitute willful misconduct, negligence or Opinion of Counsel.bad faith;
(11ix) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee shall not be required to give any bond or take or omit to take any action, suffer any action to be taken or omitted, surety in respect of the performance of its dutiespowers and duties hereunder;
(x) the Indenture Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Issuer;
(xi) the permissive rights of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Indenture Trustee shall not be answerable for other than its negligence or willful default;
(xii) in the event that the Indenture Trustee is also acting as Paying Agent or Note Registrar hereunder, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall also be afforded to such Paying Agent or Note Registrar;
(xiii) in no event shall the Indenture Trustee be liable for special, indirect or consequential damages; and
(xiv) the Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to exercise any right or power hereunder, see to the extent that taking maintenance of any such recording or omitting filing or depositing or to take such action any rerecording, refiling or suffering such action redepositing of any thereof, (ii) to see to any insurance, (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Issuer or (iv) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Indenture Trustee pursuant to this Indenture or the Servicing Agreement believed by the Indenture Trustee to be taken genuine and to have been signed or omitted would, in presented by the judgment of the Indenture Trustee, expose it to liability proper party or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)parties.
Appears in 1 contract
Samples: Indenture (GE TF Trust)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:---------------------------
(1a) the Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer's Certificate of the Issuer. The Issuer shall provide a copy of such Officer's Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer's Certificate;
(c) as a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5e) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to but the Indenture Trustee at the written direction of one or more of the costs, expenses or liabilities likely to be incurred by it in Noteholders and at the making expense of such investigation isthe Noteholders, in the opinion of the Indenture Trusteeits discretion, not reasonably assured to may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys nominees and the Indenture Trustee shall not be responsible for any (i) misconduct or a custodiannegligence on the part of any agent, and attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents, attorneys, custodians or nominees after such appointment with due care;
(g) the Indenture Trustee shall not be liable for any actions taken, suffered or omitted by it in good faith and believed by it to be authorized or within the misconduct of such agents discretion or attorneys if such agents or attorneys have been selected by rights conferred upon the Indenture Trustee with reasonable care;by this Indenture; and
(7h) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide event that the Indenture Trustee upon its reasonable request from time to time such identifying information is also acting as Paying Agent and documentation as may be reasonably available for such party in order to enable Transfer Agent and Registrar and Successor Servicer, if it becomes Successor Servicer pursuant of Section 7.2 of the Indenture Trustee to comply with Applicable Law;
(8) Transfer and Servicing Agreement, the rights, privileges, protections, immunities ----------- rights and benefits given protections afforded to the Indenture Trustee herein, including the right pursuant to this Article VI shall also be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, afforded to such Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction Transfer Agent and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email---------- Registrar and Successor Servicer, if requested, or other suitable means it becomes Successor Servicer pursuant of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment 7.2 of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).Transfer and Servicing Agreement. -----------
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1i) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s 's Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2ii) the Indenture Trustee may consult with counsel, accountants counsel and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(3iii) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture Indenture, the Revolving Liquidity Note Agreement (except as specified in Section 3.05(d) herein) or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture Indenture, the Revolving Liquidity Note Agreement or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture Indenture, the Revolving Liquidity Note Agreement or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee 40 reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order therein or directionthereby;
(4iv) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5v) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the NotesClass A Notes (acting together as a single class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates); provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;; and
(6vi) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Samples: Indenture (Toyota Motor Credit Corp)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1a) the Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Master Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence is specifically prescribed herein) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate of the Issuer;
(c) as a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture in hereunder in-good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Master Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementMaster Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5e) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys nominees and the Indenture Trustee shall not be responsible for (i) any misconduct or a custodiannegligence on the part of any agent, and attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents, attorneys, custodians or nominees after such appointment with due care;
(g) the Indenture Trustee shall not be liable for any actions taken, suffered or omitted by it in good faith and believed by it to be authorized or within the misconduct of such agents discretion or attorneys if such agents or attorneys have been selected by rights conferred upon the Indenture Trustee with reasonable care;by this Master Indenture; and
(7h) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide event that the Indenture Trustee upon its reasonable request from time to time such identifying information is also acting as Paying Agent and documentation as may be reasonably available for such party in order to enable Transfer Agent and Registrar, the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities rights and benefits given protections afforded to the Indenture Trustee herein, including the right pursuant to this Article shall also be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, afforded to such Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction Transfer Agent and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture TrusteeRegistrar.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Samples: Master Indenture (Nordstrom Inc)
Rights of Indenture Trustee. (a) Except as otherwise provided in Subject to the provisions of Section 6.016.1:
(1i) the Indenture Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalnote, bond debenture, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by parties (and the Indenture TrusteeTrustee need not investigate any fact or matter stated in the document);
(2ii) any request or direction or action of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order;
(iii) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate;
(iv) the Indenture Trustee may consult with counsel, accountants and experts counsel as to legal matters and the advice or opinion of any such counsel, accountants or experts or any Opinion of Counsel counsel selected by the Indenture Trustee with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3v) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5vi) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalnote, bond debenture, other evidence of indebtedness, or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding the ObligorsIssuer, personally or by agent or attorney;
(6vii) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys or a custodian, nominees and the Indenture Trustee shall not be liable responsible for any misconduct or negligence on the misconduct part of such agents any agent, attorney, custodian or attorneys if such agents or attorneys have been selected nominee appointed with due care by the Indenture Trustee with reasonable careit hereunder;
(7viii) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate which it believes to be authorized or Opinion of Counsel.within its rights or powers; provided, however, that the Indenture Trustee's conduct does not constitute willful misconduct, negligence or bad faith;
(11ix) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee shall not be required to give any bond or take or omit to take any action, suffer any action to be taken or omitted, surety in respect of the performance of its duties, powers and duties hereunder;
(x) the Indenture Trustee shall not be bound to ascertain or to exercise any right or power hereunder, inquire as to the extent that taking performance or omitting to take such action observance of any covenants, conditions or suffering such action to be taken or omitted would, in agreements on the judgment part of the Issuer;
(xi) the permissive rights of the Indenture TrusteeTrustee to do things enumerated in this Indenture shall not be construed as a duty and the Indenture Trustee shall not be answerable for other than its gross negligence or willful default; and
(xii) in the event that the Indenture Trustee is also acting as Paying Agent or Note Registrar hereunder, expose it the rights and protections afforded to liability the Indenture Trustee pursuant to this Article VI shall also be afforded to such Paying Agent or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)Note Registrar.
Appears in 1 contract
Samples: Indenture (Cef Equipment Holding Ge Commerical Equip Fin Series 2004-1)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1a) the The Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon on any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means .
(b) Whenever in the administration of electronic distribution as permitted in writing by this Indenture the Indenture Trustee;Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee may (unless other evidence be herein specifically prescribed), in the absence of bad faith on its part, rely on an Officer's Certificate of the Issuer.
(2c) the The Indenture Trustee may consult with counselcounsel with respect to any action to be taken, accountants and experts suffered or omitted by it hereunder and the written advice of such counsel, accountants or experts obtained in good faith, or any Opinion of Counsel or any Tax Opinion shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counsel;reliance thereon.
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture, or a Series Enhancer if so authorized by an Indenture or the Sale and Servicing Agreement, Supplement unless such Noteholders or Series Enhancer shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;.
(4e) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the The Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;Issuer, personally or by agent or attorney.
(6f) Subject to Section 6.13 hereof, the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, Affiliates, attorneys, custodians or attorneys or a custodiannominees; provided, and however, that the Indenture Trustee shall not continue to be liable responsible for any (i) misconduct or negligence on the misconduct part of any agent, Affiliates, attorney, custodians or nominees appointed by it hereunder and (ii) the supervision of such agents agents, Affiliates, attorneys, custodians or attorneys if nominees after such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trusteeappointment.
(10g) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action actions taken, suffered or omitted by it takes or omits to take in good faith in reliance on such Officer’s Certificate and believed by it to be authorized or Opinion of Counselwithin the discretion or rights conferred upon the Indenture Trustee by this Indenture.
(11h) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on If the Indenture Trustee or take or omit to take any actionis also acting as Paying Agent, suffer any action to be taken or omittedAuthentication Agent and Transfer Agent and Registrar, in the performance of its duties, or to exercise any right or power hereunder, rights and protections afforded to the extent that taking or omitting Indenture Trustee pursuant to take this Article VI shall also be afforded to such action or suffering such action to be taken or omitted wouldPaying Agent, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)Authentication Agent and Transfer Agent and Registrar.
Appears in 1 contract
Samples: Master Indenture (PHH Corp)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1a) the Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) Whenever, in the administration of the Indenture, Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate of Issuer. Issuer shall provide a copy of such Officer’s Certificate to the Noteholders at or prior to the time Indenture Trustee receives such Officer’s Certificate;
(c) As a condition to the taking, suffering or omitting of any action by it hereunder, Indenture Trustee may consult with counsel, accountants and experts counsel of its own selection and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture in hereunder in-good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this the Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4e) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders but Indenture Trustee at the written direction of Notes evidencing not less than 25% one or more of the Outstanding Amount Noteholders and at the expense of the Notes; providedNoteholders, howeverin its discretion, that may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the payment within a reasonable time to the Indenture Trustee of the costsshall determine to make such further inquiry or investigation, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid entitled to examine the books, records and premises of Issuer and Servicer, personally or by agent or attorney and shall at the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation expense of the Servicer to observe incur no liability of any applicable law prohibiting disclosure kind by reason of information regarding the Obligorssuch inquiry or investigation;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys or a custodian, nominees and the Indenture Trustee shall not be liable responsible for any (i) misconduct or negligence on the misconduct part of any agent, attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents agents, attorneys, custodians or attorneys if nominees after such agents or attorneys have been selected by the Indenture Trustee appointment with reasonable due care;
(7g) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action actions taken, suffered or omitted by it takes or omits to take in good faith and believed by it to be authorized or within the discretion or rights conferred upon Indenture Trustee by the Indenture; and
(h) in reliance on the event that Indenture Trustee is also acting as Paying Agent and Transfer Agent and Registrar and Successor Servicer, if it becomes Successor Servicer pursuant to Section 7.02 of the Transfer and Servicing Agreement, the rights and protections afforded to Indenture Trustee pursuant to this Article VI shall also be afforded to such Officer’s Certificate or Opinion Paying Agent and Transfer Agent and Registrar and Successor Servicer, if it becomes Successor Servicer pursuant to Section 7.02 of Counselthe Transfer and Servicing Agreement.
(11i) The In no event shall Indenture Trustee will not be responsible liable for special, indirect, punitive, indirect or consequential damages or lost profits or loss of business, arising in connection with this Indenture, even if Indenture Trustee has been advised or is aware of the possibility of such damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Samples: Master Indenture (First National Master Note Trust)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:6.1(b):
(1i) the The Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s 's Certificate, Servicer's Certificate, certificate of an authorized signatoryauditors, certificate of auditors or any other Opinion of Counsel, certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;.
(2ii) the The Indenture Trustee may consult with counsel, accountants and experts and the any written advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such written advice or Opinion of Counsel;.
(3iii) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing AgreementIndenture, or to institute, conduct conduct, or defend any litigation under this Indenture, Indenture or in relation to this Indenture or the Sale and Servicing AgreementIndenture, at the request, order or direction of any of the Noteholders [or the Note Insurer] pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders [or the Note Insurer] shall have offered to the Indenture Trustee reasonable security or indemnity in form and substance reasonably satisfactory to the Indenture Trustee against the costs, expenses expenses, and liabilities that may be incurred by ittherein or thereby; nothing contained in this Indenture, its agents and its counsel in compliance with such requesthowever, order or direction;
(4) shall relieve the Indenture Trustee of the obligations, upon the occurrence of an Event of Default (that shall not be personally liable for any action takenhave been cured or waived), suffered or omitted by it to exercise such of the rights and powers vested in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;, and to 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 its own affairs.
(5iv) the The Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond bond, or other paper or document, unless requested in writing to do so by Holders of Notes [the Note Insurer (if no Note Insurer Default shall have occurred or be continuing),] the Issuer or by the Noteholders evidencing not less than 25% of the Outstanding Amount of the NotesNote Balance; provided, however, that that, if the payment within a reasonable time to the Indenture Trustee of the costs, expenses expenses, or liabilities likely to be incurred by it in the making of such investigation isshall be, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity in form and substance satisfactory to it against such cost, expense expense, or liability as a condition to so proceeding; the . The reasonable expense of every such examination shall be paid by the Administrator Person making such request or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator Person making such request upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;.
(6v) the The Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable responsible for any action misconduct or negligence of any such agent or custodian appointed with due care by it takes hereunder, or omits to take of any agent or custodian of the Servicer in good faith in reliance on such Officer’s Certificate its capacity as Servicer or Opinion of Counselcustodian or otherwise.
(11vi) The Indenture Trustee will not be responsible for specialshall have no duty of independent inquiry, indirect, punitive, or consequential damagesand the Indenture Trustee may rely upon the representations and warranties and covenants of the Transferor and the Servicer contained in the Basic Documents with respect to the Receivables and the Receivable Files.
(bvii) No Noteholder will have any right The Indenture Trustee may rely, as to institute any proceeding with respect factual matters relating to this Indenture except upon satisfying the conditions set forth in Section 5.06Transferor or the Servicer, on an Officer's Certificate of the Transferor or Servicer, respectively.
(cviii) No The Indenture Trustee shall not be required to take any action or refrain from taking any action under this Indenture, or any related documents referred to herein, nor shall any provision of this Indenture shall Indenture, or any such related document be deemed to impose any a duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in if the performance of its duties, or to exercise any right or power hereunder, to the extent Indenture Trustee shall have been advised by counsel that taking or omitting to take such action is contrary to (i) the terms of this Indenture, (ii) any such related document or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)iii) law.
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.016.01 hereof:
(1a) the The Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) Whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence is specifically prescribed herein) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Issuer. The Issuer shall provide a copy of such Officer's Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer's Certificate;
(c) As a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture in hereunder in-good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4e) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the The Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the The Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys or a custodian, nominees and the Indenture Trustee shall not be liable responsible for (i) any misconduct or negligence on the misconduct part of any agent, attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents agents, attorneys, custodians or attorneys if nominees after such agents or attorneys have been selected by the Indenture Trustee appointment with reasonable due care;
(7g) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action actions taken, suffered or omitted by it takes or omits to take in good faith in reliance on such Officer’s Certificate and believed by it to be authorized or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, within the discretion or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except rights conferred upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any actionby this Indenture; and
(h) In the event that the Indenture Trustee is also acting as Paying Agent and Transfer Agent and Registrar, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, rights and protections afforded to the extent that taking or omitting Indenture Trustee pursuant to take this Article VI shall also be afforded to such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)Paying Agent and Transfer Agent and Registrar.
Appears in 1 contract
Samples: Master Indenture (Associates Credit Card Receivables Corp)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:6.01 hereof: ------------
(1a) the Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Issuer. The Issuer shall provide a copy of such Officer's Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer's Certificate;
(c) as a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture in hereunder in-good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5e) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys nominees and the Indenture Trustee shall not be responsible for (i) any misconduct or a custodiannegligence on the part of any agent, and attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents, attorneys, custodians or nominees after such appointment with due care;
(g) the Indenture Trustee shall not be liable for any actions taken, suffered or omitted by it in good faith and believed by it to be authorized or within the misconduct of such agents discretion or attorneys if such agents or attorneys have been selected by rights conferred upon the Indenture Trustee with reasonable care;by this Indenture; and
(7h) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide event that the Indenture Trustee upon its reasonable request from time to time such identifying information is also acting as Paying Agent and documentation as may be reasonably available for such party in order to enable Transfer Agent and Registrar, the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities rights and benefits given protections afforded to the Indenture Trustee herein, including the right pursuant to this Article VI shall also be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, afforded to such Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction Transfer Agent and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture TrusteeRegistrar.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Samples: Master Indenture (Household Credit Card Master Note Trust I)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:6.01 hereof: ------------
(1a) the Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Issuer. The Issuer shall provide a copy of such Officer's Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer's Certificate;
(c) as a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture in hereunder in-good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5e) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys nominees and the Indenture Trustee shall not be responsible for any (i) misconduct or a custodiannegligence on the part of any agent, and attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents, attorneys, custodians or nominees after such appointment with due care;
(g) the Indenture Trustee shall not be liable for any actions taken, suffered or omitted by it in good faith and believed by it to be authorized or within the misconduct of such agents discretion or attorneys if such agents or attorneys have been selected by rights conferred upon the Indenture Trustee with reasonable care;by this Indenture; and
(7h) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide event that the Indenture Trustee upon its reasonable request from time to time such identifying information is also acting as Paying Agent and documentation as may be reasonably available for such party in order to enable Transfer Agent and Registrar, the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities rights and benefits given protections afforded to the Indenture Trustee herein, including the right pursuant to this Article VI shall also be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, afforded to such Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction Transfer Agent and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture TrusteeRegistrar.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Samples: Master Indenture (Household Credit Card Master Note Trust I)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1a) the Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Master Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence is specifically prescribed herein) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Issuer; and the Issuer shall provide a copy of such Officer's Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer's Certificate;
(c) as a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture in hereunder in-good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Master Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementMaster Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5e) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys nominees and the Indenture Trustee shall not be responsible for (i) any misconduct or a custodiannegligence on the part of any agent, and attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents, attorneys, custodians or nominees after such appointment with due care;
(g) the Indenture Trustee shall not be liable for any actions taken, suffered or omitted by it in good faith and believed by it to be authorized or within the misconduct of such agents discretion or attorneys if such agents or attorneys have been selected by rights conferred upon the Indenture Trustee with reasonable care;by this Master Indenture; and
(7h) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide event that the Indenture Trustee upon its reasonable request from time to time such identifying information is also acting as Paying Agent and documentation as may be reasonably available for such party in order to enable Transfer Agent and Registrar, the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities rights and benefits given protections afforded to the Indenture Trustee herein, including the right pursuant to this Article shall also be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, afforded to such Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction Transfer Agent and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture TrusteeRegistrar.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Samples: Master Indenture (Nordstrom Inc)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2) the Indenture Trustee may consult with counsel, accountants counsel and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(3) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order therein or directionthereby;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;
(6) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;; and
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent Securities Intermediary and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Samples: Indenture (Nissan Auto Receivables 2008-B Owner Trust)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:: ------------
(1a) the The Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon on any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means .
(b) Whenever in the administration of electronic distribution as permitted in writing by this Indenture the Indenture Trustee;Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee may (unless other evidence be herein specifically prescribed), in the absence of bad faith on its part, rely on an Officer's Certificate of the Issuer.
(2c) the The Indenture Trustee may consult with counselcounsel with respect to any action to be taken, accountants and experts suffered or omitted by it hereunder and the written advice of such counsel, accountants or experts obtained in good faith, or any Opinion of Counsel or any Tax Opinion shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counsel;reliance thereon.
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture, or a Series Enhancer if so authorized by an Indenture or the Sale and Servicing Agreement, Supplement unless such Noteholders or Series Enhancer shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;.
(4e) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the The Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by the security afforded agent or attorney.
(f) Subject to it by the terms of this IndentureSection 6.13 hereof, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;
(6) the Indenture Trustee may ------------ execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, Affiliates, attorneys, custodians or attorneys or a custodiannominees, and the Indenture Trustee shall not be liable for any misconduct or negligence on the misconduct part of such agents any agent, Affiliates, attorney, custodians or attorneys if such agents or attorneys have been selected nominees appointed by the Indenture Trustee it hereunder with reasonable due care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10g) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action actions taken, suffered or omitted by it takes or omits to take in good faith in reliance on such Officer’s Certificate and believed by it to be authorized or Opinion of Counselwithin the discretion or rights conferred upon the Indenture Trustee by this Indenture.
(11h) The If the Indenture Trustee will not is also acting as Paying Agent, Authentication Agent and Transfer Agent and Registrar, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall ---------- also be responsible afforded to such Paying Agent, Authentication Agent and Transfer Agent and Registrar.
(i) Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect, punitive, indirect or consequential damages.
loss or damage of any kind whatsoever (b) No Noteholder will have any right including but not limited to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or take or omit to take any damage and regardless of the form of action; provided, suffer any action to be taken or omittedhowever, in the performance of its duties, or to exercise any right or power hereunder, that upon written notice to the extent that taking or omitting to take such action or suffering such action to be taken or omitted wouldIndenture Trustee by any Transaction Party, in the judgment of the Indenture Trustee, expose it Trustee shall use commercially reasonable efforts to liability cooperate with such Transaction Party for the purpose of minimizing or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)eliminating such losses or damages.
Appears in 1 contract
Samples: Master Indenture (Levi Strauss & Co)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1i) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s 's Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2ii) the Indenture Trustee may consult with counsel, accountants counsel and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(3iii) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture Indenture[, the Revolving Liquidity Note Agreement (except as specified in Section 3.05(d) herein)] or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture Indenture[, the Revolving Liquidity Note Agreement] or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture Indenture[, the Revolving Liquidity Note Agreement] or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order therein or directionthereby;
(4iv) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5v) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the NotesNotes (acting together as a single class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates); provided, -------- however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or ------- liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;; and
(6vi) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Samples: Indenture (Toyota Motor Credit Corp)
Rights of Indenture Trustee. (a) Except as otherwise provided in Subject to the provisions of Section 6.016.1:
(1i) the Indenture Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalnote, bond debenture, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by parties (and the Indenture TrusteeTrustee need not investigate any fact or matter stated in the document);
(2ii) any request or direction or action of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order;
(iii) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate;
(iv) the Indenture Trustee may consult with counsel, accountants and experts counsel as to legal matters and the advice or opinion of any such counsel, accountants or experts or any Opinion of Counsel counsel selected by the Indenture Trustee with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3v) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5vi) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalnote, bond debenture, other evidence of indebtedness, or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding the ObligorsIssuer, personally or by agent or attorney;
(6vii) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys or a custodiannominees, and provided that the Indenture Trustee shall not be liable responsible for any misconduct or negligence on the misconduct part of such agents any agent, attorney, custodian or attorneys if such agents or attorneys have been selected nominee appointed by the Indenture Trustee with reasonable careit hereunder;
(7viii) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officerwhich it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s Certificate conduct does not constitute willful misconduct, negligence or Opinion of Counsel.bad faith;
(11ix) The the Indenture Trustee will shall not be responsible required to give any bond or surety in respect of the performance of its powers and duties hereunder;
(x) the Indenture Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Issuer;
(xi) the permissive rights of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Indenture Trustee shall not be answerable for other than its negligence or willful default;
(xii) in the event that the Indenture Trustee is also acting as Paying Agent or Note Registrar hereunder, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall also be afforded to such Paying Agent or Note Registrar;
(xiii) in no event shall the Indenture Trustee be liable for special, indirect, punitive, indirect or consequential damages; and
(xiv) the Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (ii) to see to any insurance, (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Issuer or (iv) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Indenture Trustee pursuant to this Indenture or the Servicing Agreement believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties.
(b) No Noteholder will have any right The recitals contained herein and in the Notes, except the Indenture Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision validity or sufficiency of this Indenture shall be deemed to impose any duty or obligation on of the Indenture Trustee or take or omit to take any actionNotes, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, except to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of provided by the Indenture Trustee, expose it to liability ’s certificate of authentication on the Notes. The Indenture Trustee shall not be accountable for the use or violate applicable law binding upon it (which determination may be based on an Opinion application by the Issuer of Counsel)the proceeds of the Notes.
Appears in 1 contract
Samples: Indenture (GE TF Trust)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1i) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s 's Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2ii) the Indenture Trustee may consult with counsel, accountants counsel and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(3iii) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture Indenture, [the Revolving Liquidity Note Agreement] (except as specified in Section 3.05(d) herein) or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture Indenture, [the Revolving Liquidity Note Agreement] or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture Indenture, [the Revolving Liquidity Note Agreement] or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order therein or directionthereby;
(4iv) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5v) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the NotesClass A Notes (acting together as a single class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates); provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;; and
(6vi) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.016.01 hereof:
(1a) the The Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) Whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence is specifically prescribed herein) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Issuer. The Issuer shall provide a copy of such Officer's Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer's Certificate;
(c) As a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture in hereunder in-good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4e) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the The Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the The Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys or a custodian, nominees and the Indenture Trustee shall not be liable responsible for any (i) misconduct or negligence on the misconduct part of any agent, attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents agents, attorneys, custodians or attorneys if nominees after such agents or attorneys have been selected by the Indenture Trustee appointment with reasonable due care;
(7g) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action actions taken, suffered or omitted by it takes or omits to take in good faith in reliance on such Officer’s Certificate and believed by it to be authorized or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, within the discretion or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except rights conferred upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any actionby this Indenture; and
(h) In the event that the Indenture Trustee is also acting as Paying Agent and Transfer Agent and Registrar, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, rights and protections afforded to the extent that taking or omitting Indenture Trustee pursuant to take this Article VI shall also be afforded to such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)Paying Agent and Transfer Agent and Registrar.
Appears in 1 contract
Samples: Master Indenture (Advanta Business Recievables Corp)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1a) the The Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon on any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means .
(b) Whenever in the administration of electronic distribution as permitted in writing by this Indenture the Indenture Trustee;Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee may (unless other evidence be herein specifically prescribed), in the absence of bad faith on its part, rely on an Officer's Certificate of the Issuer.
(2c) the The Indenture Trustee may consult with counselcounsel with respect to any action to be taken, accountants and experts suffered or omitted by it hereunder and the written advice of such counsel, accountants or experts obtained in good faith, or any Opinion of Counsel or any Tax Opinion shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counsel;reliance thereon.
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture, or a Series Enhancer if so authorized by an Indenture or the Sale and Servicing Agreement, Supplement unless such Noteholders or Series Enhancer shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;.
(4e) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the The Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;Issuer, personally or by agent or attorney.
(6f) Subject to Section 6.13 hereof, the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, Affiliates, attorneys, custodians or attorneys or a custodiannominees; PROVIDED, and HOWEVER, that the Indenture Trustee shall not continue to be liable responsible for any (i) misconduct or negligence on the misconduct part of any agent, Affiliates, attorney, custodians or nominees appointed by it hereunder and (ii) the supervision of such agents agents, Affiliates, attorneys, custodians or attorneys if nominees after such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trusteeappointment.
(10g) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action actions taken, suffered or omitted by it takes or omits to take in good faith in reliance on such Officer’s Certificate and believed by it to be authorized or Opinion of Counselwithin the discretion or rights conferred upon the Indenture Trustee by this Indenture.
(11h) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on If the Indenture Trustee or take or omit to take any actionis also acting as Paying Agent, suffer any action to be taken or omittedAuthentication Agent and Transfer Agent and Registrar, in the performance of its duties, or to exercise any right or power hereunder, rights and protections afforded to the extent that taking or omitting Indenture Trustee pursuant to take this Article VI shall also be afforded to such action or suffering such action to be taken or omitted wouldPaying Agent, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)Authentication Agent and Transfer Agent and Registrar.
Appears in 1 contract
Samples: Master Indenture (PHH Corp)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1i) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s 's Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2ii) the Indenture Trustee may consult with counsel, accountants counsel and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(3iii) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order therein or directionthereby;
(4iv) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5v) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the (1) Class A Notes, so long as any Class A Notes remain Outstanding (acting together as a single class) or (2) Class B Notes, after the Class A Notes have been paid in full or (3) Class C Notes, after the Class B Notes have been paid in full (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates); providedPROVIDED, howeverHOWEVER, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;; and
(6vi) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Rights of Indenture Trustee. EXCEPT AS OTHERWISE PROVIDED IN SECTION 6.1:
(a) Except as otherwise provided in Section 6.01:
(1) the Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Indenture Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer's Certificate of Issuer. Issuer shall provide a copy of such Officer's Certificate to the Noteholders at or prior to the time Indenture Trustee receives such Officer's Certificate;
(c) as a condition to the taking, suffering or omitting of any action by it hereunder, Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture in hereunder in-good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4e) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders but Indenture Trustee at the written direction of Notes evidencing not less than 25% one or more of the Outstanding Amount Noteholders and at the expense of the Notes; providedNoteholders, howeverin its discretion, that may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the payment within a reasonable time to the Indenture Trustee of the costsshall determine to make such further inquiry or investigation, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid entitled to examine the books, records and premises of Issuer and Servicer, personally or by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligorsagent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys or a custodian, nominees and the Indenture Trustee shall not be liable responsible for any (i) misconduct or negligence on the misconduct part of any agent, attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents agents, attorneys, custodians or attorneys if nominees after such agents or attorneys have been selected by the Indenture Trustee appointment with reasonable due care;
(7g) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action actions taken, suffered or omitted by it takes or omits to take in good faith in reliance on such Officer’s Certificate and believed by it to be authorized or Opinion of Counsel.within the discretion or rights conferred upon Indenture Trustee by this Indenture; and
(11h) The in the event that Indenture Trustee will not be responsible for specialis also acting as Paying Agent and Transfer Agent and Registrar and Successor Servicer, indirectif it becomes Successor Servicer pursuant to Section 7.2 of the Transfer and Servicing Agreement, punitive, or consequential damages.
(b) No Noteholder will have any right the rights and protections afforded to institute any proceeding with respect Indenture Trustee pursuant to this Indenture except upon satisfying the conditions set forth in ARTICLE VI shall also be afforded to such Paying Agent and Transfer Agent and Registrar and Successor Servicer, if it becomes Successor Servicer pursuant to Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment 7.2 of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)Transfer and Servicing Agreement.
Appears in 1 contract
Samples: Master Indenture (World Financial Network Credit Card Master Trust)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1a) the Indenture Trustee may conclusively rely and shall will be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Indenture the Indenture Trustee deems it desirable that a matter be proved or established prior to taking, suffering or omitting to take any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Issuer. The Issuer will provide a copy of such Officer's Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer's Certificate;
(c) as a condition to the taking, suffering or omitting to take any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall will be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be is under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4e) the Indenture Trustee shall is not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it required to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by determines to make such further inquiry or investigation, it will be entitled to examine the security afforded to it by the terms of this Indenturebooks, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys or a custodian, nominees and the Indenture Trustee shall is not be liable responsible for any (i) misconduct or negligence on the misconduct part of any agent, attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents agents, attorneys, custodians or attorneys if nominees after such agents or attorneys have been selected by the Indenture Trustee appointment with reasonable due care;
(7g) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall will not be liable for any action actions taken, suffered or omitted to be taken by it takes or omits to take in good faith in reliance on such Officer’s Certificate and believed by it to be authorized or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, within the discretion or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except rights conferred upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any actionby this Indenture; and
(h) if the Indenture Trustee is also acting as Paying Agent and Transfer Agent and Registrar, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, rights and protections afforded to the extent that taking or omitting Indenture Trustee pursuant to take this Article VI will also be afforded to such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)Paying Agent and Transfer Agent and Registrar.
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.016.01 hereof:
(1a) the Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Issuer. The Issuer shall provide a copy of such Officer's Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer's Certificate;
(c) as a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture in hereunder in-good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to the Indenture Trustee against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5e) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys nominees and the Indenture Trustee shall not be responsible for (i) any misconduct or a custodiannegligence on the part of any agent, and attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents, attorneys, custodians or nominees after such appointment with due care;
(g) the Indenture Trustee shall not be liable for any actions taken, suffered or omitted by it in good faith and believed by it to be authorized or within the misconduct of such agents discretion or attorneys if such agents or attorneys have been selected by rights conferred upon the Indenture Trustee with reasonable careby this Indenture;
(7h) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee hereinTrustee, including the including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documentshereunder; and
(9i) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with may request that the exception Issuer, the Servicer or the Transferor deliver an Officer's Certificate setting forth the names of those for individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which a non-electronic signature is expressly requested by the Indenture Trustee) Officer's Certificate may be provided signed by any person authorized to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require sign an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law)'s Certificate, including any person specified as applicable. The Indenture Trustee shall so authorized in any such certificate previously delivered and not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counselsuperseded.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Samples: Master Indenture (Household Affinity Funding Corp Iii)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:6.1(b):
(1i) the The Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s 's Certificate, Servicer's Certificate, certificate of an authorized signatoryauditors, certificate of auditors or any other Opinion of Counsel, certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;.
(2ii) the The Indenture Trustee may consult with counsel, accountants and experts and the any written advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such written advice or Opinion of Counsel;.
(3iii) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing AgreementIndenture, or to institute, conduct conduct, or defend any litigation under this Indenture, Indenture or in relation to this Indenture or the Sale and Servicing AgreementIndenture, at the request, order or direction of any of the Noteholders [or the Note Insurer] pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders [or the Note Insurer] shall have offered to the Indenture Trustee reasonable security or indemnity in form and substance reasonably satisfactory to the Indenture Trustee against the costs, expenses expenses, and liabilities that may be incurred by ittherein or thereby; nothing contained in this Indenture, its agents and its counsel in compliance with such requesthowever, order or direction;
(4) shall relieve the Indenture Trustee of the obligations, upon the occurrence of an Event of Default (that shall not be personally liable for any action takenhave been cured or waived), suffered or omitted by it to exercise such of the rights and powers vested in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;, and to 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 its own affairs.
(5iv) the The Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond bond, or other paper or document, unless requested in writing to do so by Holders of Notes [the Note Insurer (if no Note Insurer Default shall have occurred or be continuing),] the Issuer or by the Noteholders evidencing not less than 25% of the Outstanding Amount of the NotesNote Balance; provided, however, that that, if the payment within a reasonable time to the Indenture Trustee of the costs, expenses expenses, or liabilities likely to be incurred by it in the making of such investigation isshall be, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity in form and substance satisfactory to it against such cost, expense expense, or liability as a condition to so proceeding; the . The reasonable expense of every such examination shall be paid by the Administrator Person making such request or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator Person making such request upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;.
(6v) the The Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable responsible for any action misconduct or negligence of any such agent or custodian appointed with due care by it takes hereunder, or omits to take of any agent or custodian of the Servicer in good faith in reliance on such Officer’s Certificate its capacity as Servicer or Opinion of Counselcustodian or otherwise.
(11vi) The Indenture Trustee will not be responsible for specialshall have no duty of independent inquiry, indirect, punitive, or consequential damagesand the Indenture Trustee may rely upon the representations and warranties and covenants of the Issuer and the Servicer contained in the Basic Documents with respect to the Receivables and the Receivable Files.
(bvii) No Noteholder will have any right The Indenture Trustee may rely, as to institute any proceeding with respect factual matters relating to this Indenture except upon satisfying the conditions set forth in Section 5.06Issuer and the Servicer, on an Officer's Certificate of the Issuer and the Servicer.
(cviii) No The Indenture Trustee shall not be required to take any action or refrain from taking any action under this Indenture, or any related documents referred to herein, nor shall any provision of this Indenture shall Indenture, or any such related document be deemed to impose any a duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in if the performance of its duties, or to exercise any right or power hereunder, to the extent Indenture Trustee shall have been advised by counsel that taking or omitting to take such action is contrary to (i) the terms of this Indenture, (ii) any such related document or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)iii) law.
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1a) the Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence is specifically prescribed herein) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Issuer or of the Administrator if permitted under the Administration Agreement; the Issuer shall provide a copy of such Officer's Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer's Certificate;
(c) as a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture in hereunder in-good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5e) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys nominees and the Indenture Trustee shall not be responsible for (i) any misconduct or a custodiannegligence on the part of any agent, and attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents, attorneys, custodians or nominees after such appointment with due care;
(g) the Indenture Trustee shall not be liable for any actions taken, suffered or omitted by it in good faith and believed by it to be authorized or within the misconduct of such agents discretion or attorneys if such agents or attorneys have been selected by rights conferred upon the Indenture Trustee with reasonable care;by this Indenture; and
(7h) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide event that the Indenture Trustee upon its reasonable request from time to time such identifying information is also acting as Paying Agent and documentation as may be reasonably available for such party in order to enable Transfer Agent and Registrar, the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities rights and benefits given protections afforded to the Indenture Trustee herein, including the right pursuant to this Article shall also be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, afforded to such Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction Transfer Agent and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture TrusteeRegistrar.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1a) the Indenture Trustee may conclusively rely and shall will be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Indenture the Indenture Trustee deems it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Issuer. The Issuer will provide a copy of such Officer's Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer's Certificate;
(c) as a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall will be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be is under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4e) the Indenture Trustee shall is not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it required to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by determines to make such further inquiry or investigation, it will be entitled to examine the security afforded to it by the terms of this Indenturebooks, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys or a custodian, nominees and the Indenture Trustee shall is not be liable responsible for any (i) misconduct or negligence on the misconduct part of any agent, attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents agents, attorneys, custodians or attorneys if nominees after such agents or attorneys have been selected by the Indenture Trustee appointment with reasonable due care;
(7g) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall will not be liable for any action actions taken, suffered or omitted by it takes or omits to take in good faith in reliance on such Officer’s Certificate faith, without negligence and reasonably believed by it to be authorized or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, within the discretion or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except rights conferred upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any actionby this Indenture; and
(h) if the Indenture Trustee is also acting as Paying Agent and Transfer Agent and Registrar, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, rights and protections afforded to the extent that taking or omitting Indenture Trustee pursuant to take this Article VI will also be afforded to such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)Paying Agent and Transfer Agent and Registrar.
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:6.01 hereof: ------------
(1a) the Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Issuer. The Issuer shall provide a copy of such Officer's Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer's Certificate;
(c) as a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5e) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys nominees and the Indenture Trustee shall not be responsible for (i) any misconduct or a custodiannegligence on the part of any agent, and attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents, attorneys, custodians or nominees after such appointment with due care;
(g) the Indenture Trustee shall not be liable for any actions taken, suffered or omitted by it in good faith and believed by it to be authorized or within the misconduct of such agents discretion or attorneys if such agents or attorneys have been selected by rights conferred upon the Indenture Trustee with reasonable care;by this Indenture; and
(7h) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide event that the Indenture Trustee upon its reasonable request from time to time such identifying information is also acting as Paying Agent and documentation as may be reasonably available for such party in order to enable Transfer Agent and Registrar, the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities rights and benefits given protections afforded to the Indenture Trustee herein, including the right pursuant to this Article VI shall also be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, afforded to such Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction Transfer Agent and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture TrusteeRegistrar.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Samples: Master Indenture (Conseco Finance Credit Funding Corp)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1i) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s 's Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2ii) the Indenture Trustee may consult with counsel, accountants counsel and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(3iii) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order therein or directionthereby;
(4iv) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5v) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;; and (Nissan 2003-B Indenture)
(6vi) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Samples: Indenture (Nissan Auto Receivables 2003-B Owner Trust)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1i) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s 's Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2ii) the Indenture Trustee may consult with counsel, accountants counsel and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(3iii) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order therein or directionthereby;
(4iv) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5v) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the NotesClass A Notes (acting together as a single class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates); providedPROVIDED, howeverHOWEVER, that if the payment within a reasonable time to the Indenture Trustee of the costs, ,expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;; and
(6vi) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Samples: Indenture (Toyota Motor Credit Corp)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1a) the Indenture Trustee may conclusively rely and shall will be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Indenture the Indenture Trustee deems it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Issuer. The Issuer will provide a copy of such Officer's Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer's Certificate;
(c) as a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall will be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be is under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4e) the Indenture Trustee shall is not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it required to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by determines to make such further inquiry or investigation, it will be entitled to examine the security afforded to it by the terms of this Indenturebooks, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys or a custodian, nominees and the Indenture Trustee shall is not be liable responsible for any (i) misconduct or negligence on the misconduct part of any agent, attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents agents, attorneys, custodians or attorneys if nominees after such agents or attorneys have been selected by the Indenture Trustee appointment with reasonable due care;
(7g) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall will not be liable for any action actions taken, suffered or omitted by it takes or omits to take in good faith in reliance on such Officer’s Certificate and believed by it to be authorized or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, within the discretion or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except rights conferred upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any actionby this Indenture; and
(h) if the Indenture Trustee is also acting as Paying Agent and Transfer Agent and Registrar, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, rights and protections afforded to the extent that taking or omitting Indenture Trustee pursuant to take this Article VI will also be afforded to such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)Paying Agent and Transfer Agent and Registrar.
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.016.01 hereof:
(1a) the Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Trust. The Trust shall provide a copy of such Officer's Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer's Certificate;
(c) as a condition to the taking, suffering or omitting of any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5e) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Trust and the ObligorsServicer, personally or by agent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys nominees and the Indenture Trustee shall not be responsible for (i) any misconduct or a custodiannegligence on the part of any agent, and attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents, attorneys, custodians or nominees after such appointment with due care;
(g) the Indenture Trustee shall not be liable for any actions taken, suffered or omitted by it in good faith and believed by it to be authorized or within the misconduct of such agents discretion or attorneys if such agents or attorneys have been selected by rights conferred upon the Indenture Trustee with reasonable care;by this Indenture; and
(7h) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide event that the Indenture Trustee upon its reasonable request from time to time such identifying information is also acting as Paying Agent and documentation as may be reasonably available for such party in order to enable Transfer Agent and Registrar, the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities rights and benefits given protections afforded to the Indenture Trustee herein, including the right pursuant to this Article VI shall also be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, afforded to such Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction Transfer Agent and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture TrusteeRegistrar.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Samples: Master Indenture (Conseco Finance Credit Card Funding Corp)
Rights of Indenture Trustee. (a) Except as otherwise provided in Subject to the provisions of Section 6.016.1:
(1i) the Indenture Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalnote, bond debenture, other evidence of indebtedness or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2ii) any request or direction or action of Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order;
(iii) whenever in the administration of this Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate;
(iv) Indenture Trustee may consult with counsel, accountants and experts counsel as to legal matters and the advice or opinion of any such counsel, accountants or experts or any Opinion of Counsel counsel selected by Indenture Trustee with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3v) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders or any other party pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders or such party, as applicable, shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4vi) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalnote, bond debenture, other evidence of indebtedness, or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the but Indenture Trustee, not reasonably assured to the in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if Indenture Trustee by the security afforded shall determine to make such further inquiry or investigation, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid entitled to examine the books, records and premises of Issuer, personally or by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligorsagent or attorney;
(6vii) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys or a custodian, nominees and the Indenture Trustee shall not be liable responsible for any misconduct or negligence on the misconduct part of such agents any agent, attorney, custodian or attorneys if such agents or attorneys have been selected nominee appointed with due care by it hereunder with the Indenture Trustee with reasonable careconsent of the Issuer;
(7viii) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for required to give any action it takes bond or omits to take surety in good faith in reliance on such Officer’s Certificate or Opinion respect of Counsel.the performance of its powers and duties hereunder;
(11ix) The Indenture Trustee will shall not be responsible bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of Issuer;
(x) the permissive rights of Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and Indenture Trustee shall not be answerable for specialother than its gross negligence or willful default;
(xi) in the event that Indenture Trustee is also acting as Paying Agent or Note Registrar hereunder, indirectthe rights and protections afforded to Indenture Trustee pursuant to this Article VI shall also be afforded to such Paying Agent or Note Registrar; and
(xii) Indenture Trustee shall at no time have any responsibility or liability for or with respect to the legality, punitivevalidity or enforceability of any Collateral or any arrangement or agreement between Issuer and any Person with respect thereto, or consequential damagesthe perfection of any security interest created in any of the Collateral or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Collateral following an Event of Default. Nothing herein shall be construed to impose an obligation on the part of the Indenture Trustee to recalculate, evaluate or verify any report, certificate or information received by it from the Issuer or Servicer.
(b) No Noteholder will have any right to institute any proceeding with respect to this The recitals contained in the Agreement and in the Notes, except Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision Trustee’s certificates of this Indenture authentication, shall be deemed to impose any duty or obligation on taken as the statements of Issuer, and Indenture Trustee assumes no responsibility for their correctness. Indenture Trustee makes no representations as to the validity or take sufficiency of the Agreement or omit to take any actionthe Notes, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, except to the extent that taking provided by Indenture Trustee’s certificate of authentication on the Notes. Indenture Trustee shall not be accountable for the use or omitting to take such action or suffering such action to be taken or omitted would, in the judgment application by Issuer of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion proceeds of Counsel)the Notes.
Appears in 1 contract
Samples: Master Indenture (Smurfit-Stone Container Enterprises Inc)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.016.1:
(1a) the Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate of Issuer. Issuer shall provide a copy of such Officer’s Certificate to the Noteholders at or prior to the time Indenture Trustee receives such Officer’s Certificate;
(c) as a condition to the taking, suffering or omitting of any action by it hereunder, Indenture Trustee may consult with counselcounsel of its own selection, accountants and experts and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture in hereunder in-good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4e) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders but Indenture Trustee at the written direction of Notes evidencing not less than 25% one or more of the Outstanding Amount Noteholders and at the expense of the Notes; providedNoteholders, howeverin its discretion, that may make such further inquiry or investigation into such facts or matters as it may see fit, and, if Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of Issuer and Servicer at the expense if the payment within a reasonable time to the Indenture Trustee Servicer, personally or by agent or attorney and shall incur no liability of the costs, expenses or liabilities likely to be incurred any kind by it in the making reason of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense inquiry or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligorsinvestigation;
(6f) the Subject to Section 6.14, Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys or a custodian, nominees and the Indenture Trustee shall not be liable responsible for any (i) misconduct or negligence on the misconduct part of any agent, attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents agents, attorneys, custodians or attorneys if nominees after such agents or attorneys have been selected by the Indenture Trustee appointment with reasonable due care;
(7g) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action actions taken, suffered or omitted by it takes or omits to take in good faith in reliance on such Officer’s Certificate and believed by it to be authorized or Opinion of Counsel.within the discretion or rights conferred upon Indenture Trustee by this Indenture; and
(11h) The in the event that Indenture Trustee will not be responsible for specialis also acting as Paying Agent and Transfer Agent and Registrar and Successor Servicer, indirectif it becomes Successor Servicer pursuant to Section 7.2 of the Transfer and Servicing Agreement, punitive, or consequential damages.
(b) No Noteholder will have any right the rights and protections afforded to institute any proceeding with respect Indenture Trustee pursuant to this Indenture except upon satisfying the conditions set forth in Article VI shall also be afforded to such Paying Agent and Transfer Agent and Registrar and Successor Servicer, if it becomes Successor Servicer pursuant to Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment 7.2 of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)Transfer and Servicing Agreement.
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section SECTION 6.01:
(1) the Indenture Trustee may conclusively rely and shall fully be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2) whenever in the administration of this Indenture the Indenture Trustee deems it desirable that a matter be proved or established prior to taking, suffering or omitting any action, the Indenture Trustee (unless other evidence is specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Issuer;
(3) as a condition to the taking, suffering or omitting of any action by it, the Indenture Trustee may consult with counsel, accountants and experts and the advice of such counsel, accountants or experts counsel or any Opinion opinion of Counsel counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(34) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders Bondholders of any Series pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless the Bondholders of such Noteholders Series shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may might be incurred by it, its agents and its counsel it in compliance with such request, order the request or direction;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make any further inquiry or investigation into those matters that it deems appropriate, and, if the Indenture Trustee by the security afforded determines to inquire further, it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by entitled to examine the Administrator orbooks, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Issuer, any Master Servicer to observe and any applicable law prohibiting disclosure of information regarding the ObligorsSpecial Servicer, personally or by agent or attorney;
(6) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or through agents, attorneys, custodians, or nominees and the Indenture Trustee shall not be responsible for (i) any misconduct or negligence on the part of any agent, attorney, custodians, or nominees appointed with due care by it or through agents (ii) the supervision of those agents, attorneys, custodians or attorneys or a custodian, and nominees appointed with due care;
(7) the Indenture Trustee shall not be liable for any actions taken, suffered, or omitted by it in good faith and believed by it to be authorized or within the misconduct of such agents discretion or attorneys if such agents or attorneys have been selected by rights conferred upon the Indenture Trustee with reasonable care;by this Indenture; and
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide 8) if the Indenture Trustee upon its reasonable request from time to time such identifying information is also acting as Paying Agent and documentation as may be reasonably available for such party in order to enable Transfer Agent and Registrar, the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities rights and benefits given protections afforded to the Indenture Trustee herein, including the right pursuant to this Article shall also be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities afforded to it as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction as Transfer Agent and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture TrusteeRegistrar.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
Appears in 1 contract
Samples: Indenture (Istar Financial Inc)
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1a) the Indenture Trustee may conclusively rely and shall will be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2b) whenever in the administration of this Indenture the Indenture Trustee deems it desirable that a matter be proved or established prior to taking, suffering or omitting to take any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Issuer. The Issuer will provide a copy of such Officer's Certificate to the Noteholders at or prior to the time the Indenture Trustee receives such Officer's Certificate;
(c) as a condition to the taking, suffering or omitting to take any action by it hereunder, the Indenture Trustee may consult with counsel, accountants and experts counsel and the advice of such counsel, accountants or experts counsel or any Opinion of Counsel shall will be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it under this Indenture hereunder in good faith and in accordance with such advice or Opinion of Counselreliance thereon;
(3d) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be is under no obligation to exercise any of the rights or powers vested in it by this Indenture or to honor the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order request or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing AgreementIndenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it from and against the costs, expenses and liabilities that may which might be incurred by it, its agents and its counsel it in compliance with such request, order request or direction;
(4e) the Indenture Trustee shall is not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it required to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Indenture Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee by determines to make such further inquiry or investigation, it will be entitled to examine the security afforded to it by the terms of this Indenturebooks, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; records and nothing in this clause shall derogate from the obligation premises of the Servicer to observe any applicable law prohibiting disclosure of information regarding Issuer and the ObligorsServicer, personally or by agent or attorney;
(6f) the Indenture Trustee may execute any of the trusts or powers under this Indenture hereunder or perform any duties under this Indenture hereunder either directly or by or through agents agents, attorneys, custodians or attorneys or a custodian, nominees and the Indenture Trustee shall is not be liable responsible for any (i) misconduct or negligence on the misconduct part of any agent, attorney, custodians or nominees appointed with due care by it hereunder or (ii) the supervision of such agents agents, attorneys, custodians or attorneys if nominees after such agents or attorneys have been selected by the Indenture Trustee appointment with reasonable due care;
(7g) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall will not be liable for any action actions taken, suffered or omitted to be taken by it takes or omits to take in good faith in reliance on such Officer’s Certificate and believed by it to be authorized or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, within the discretion or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except rights conferred upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee by this Indenture;
(h) if the Indenture Trustee is also acting as Paying Agent and Transfer Agent and Registrar, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI will also be afforded to such Paying Agent and Transfer Agent and Registrar; and
(i) in no event will the Indenture Trustee be responsible or take liable for any failure or omit to take any action, suffer any action to be taken or omitted, delay in the performance of its dutiesobligations hereunder arising our of or caused by, directly or to exercise any right indirectly, forces beyond its control, including strikes, work stoppages, acts of war or power hereunderterrorism, to civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; it being understood that the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, Indenture Trustee will use reasonable efforts which are consistent with accepted practices in the judgment of banking industry to resume performance as soon as practicable under the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel)circumstances.
Appears in 1 contract
Rights of Indenture Trustee. (a) Except as otherwise provided in Section 6.01:
(1) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee;
(2) the Indenture Trustee may consult with counsel, accountants counsel and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(3) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order therein or directionthereby;
(4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;
(6) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;
(7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture 33 (NAROT 2019-A Indenture) Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law;
(8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent Securities Intermediary and Secured Party under the Basic Documents; and
(9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee.
(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.
(b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.
(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).
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Samples: Indenture (Nissan Auto Receivables 2008-C Owner Trust)
