Rights of Trustee and Collateral Agent. (a) The Trustee, the Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or Persons. The Trustee, the Collateral Agent and the Agents need not investigate any fact or matter stated in the document. (b) Before the Trustee or the Collateral Agent acts or refrains from acting it may require an Officer’s Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof. Neither the Trustee nor the Collateral Agent shall 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. (c) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees or attorney appointed with due care. (d) Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct does not constitute willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdiction. (e) Each of the Trustee and the Collateral Agent may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counsel. (f) The Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture or the Security Documents; moreover, the Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or other evidence of indebtedness or other paper or document, but the Trustee, the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, the Collateral Agent or an Agent, as applicable, 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 agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (g) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except any Default or Event of Default of which a Trust Officer shall have (x) received written notification from the Issuer or a Holder at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture or (y) obtained “actual knowledge.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
Appears in 2 contracts
Samples: Indenture (CommScope Holding Company, Inc.), Indenture (CommScope Holding Company, Inc.)
Rights of Trustee and Collateral Agent. (a) The Trustee, Trustee and the Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or PersonsPerson. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof. Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s Certificate or Opinion of Counsel.
(c) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees or attorney appointed with due care.
(d) Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct does not constitute willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdiction.
(e) Each of the . The Trustee and the Collateral Agent may consult with counsel of its selection, and the advice of such counsel or opinion any Opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements shall Counsel will be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counselreliance thereon.
(fc) The Trustee, Neither the Trustee nor the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture or the Security Documents; moreover, the Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgmentapproval, bond, debenture, note or other evidence of indebtedness or other paper or document, but the Trustee, Trustee or the Collateral Agent or an Agent, as the case may be, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, Trustee or the Collateral Agent or an Agent, as applicablethe case may be, shall determine to make such further inquiry or investigation, it shall be entitled entitled, upon reasonable notice to the Issuers, to examine the books, records and premises of the IssuerIssuers, personally or by agent or attorney attorney, at the expense of the Issuers and shall incur Incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(d) The Trustee and the Collateral Agent may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.
(e) Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.
(f) Neither the Trustee nor the Collateral Agent shall be liable for any action taken or omitted by it in good faith at the direction of the Holders of not less than a majority in principal amount of the Notes as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the Collateral Agent, as applicable, or the exercising of any power conferred by this Indenture and the Notes Documents. In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of the Notes, each representing less than a majority in aggregate principal amount of the securities outstanding, the Trustee, in its sole discretion, may determine what action, if any, shall be taken and the Trustee may, in its discretion, take other actions permitted under this Indenture.
(g) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer of the Issuers.
(h) In no event shall the Trustee or the Collateral Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee or the Collateral Agent, as applicable, has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, the Collateral Agent and each agent, custodian and other Person employed to act hereunder.
(j) The Trustee may request that the Issuers 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.
(k) The permissive rights of the Trustee and the Collateral Agent to do things enumerated in this Indenture and the Notes Documents shall not be construed as duties hereunder.
(l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(m) Neither the Trustee nor the Collateral Agent shall be under any obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee or the Collateral Agent, as applicable, security and/or indemnity satisfactory to the Trustee or the Collateral Agent, as applicable, in its sole discretion, against the costs, expenses and liabilities which might be Incurred by it in compliance with such request or direction.
(n) Neither the Trustee nor the Collateral Agent shall be liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics or pandemics; riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(o) Neither the Trustee nor the Collateral Agent shall have any duty to monitor or investigate the Issuers’ compliance with or breach of any representation, warranty, covenant or duty made in this Indenture. Delivery of reports, information and documents under Section 4.03 of this Indenture is for informational purposes only and the Trustee’s and the Collateral Agent’s receipt of such shall not constitute actual or constructive notice of any of the information therein including the Issuers’ compliance with any of its covenants hereunder (as to which the Trustee and the Collateral Agent are entitled to rely conclusively on Officer’s Certificates provided to them by the Company).
(p) Neither the Trustee nor the Collateral Agent shall be deemed to have knowledge notice of any Default or Event of Default, except an Event of Default except any under Section 6.01(1) or 6.01(2), unless a Responsible Officer of the Trustee or Collateral Agent, as applicable, has received written notice of such Default or Event of Default of which a Trust Officer shall have (x) received written notification from the Issuer or a Holder at the Corporate Trust Office of the Trustee or the Collateral Agent, as applicable.
(q) The resolutions, opinions, certificates and such notice references the Notes and other instruments provided for in this Indenture may be accepted by the Trustee as conclusive evidence of the facts and conclusions stated therein and shall be full warrant, protection and authority to the Trustee for the release of Collateral or (y) obtained “actual knowledgethe taking of any other action by the Trustee as provided hereunder.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
Appears in 2 contracts
Samples: Indenture (Park Hotels & Resorts Inc.), Indenture (Park Hotels & Resorts Inc.)
Rights of Trustee and Collateral Agent. (a) The Trustee, the Trustee and Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or Personsperson. The Trustee, the Trustee and Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof. Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith in reliance on an the Officer’s Certificate or Opinion of Counsel.
(c) Each of the The Trustee and the Collateral Agent may act through its attorneys, custodians, nominees and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees or attorney agent appointed with due care.
(d) Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct conduct, as applicable, does not constitute willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdiction.
(e) Each of the The Trustee and the Collateral Agent each may consult with counsel of its selection, own selection and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Documents Indenture and the Intercreditor Agreements Securities shall be full and complete authorization and protection from liability in respect to of any action taken, omitted or suffered by it hereunder or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counsel.
(f) The Trustee, Neither the Trustee nor the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture or the Security Documents; moreover, the Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgmentapproval, bond, debenture, note or other evidence of indebtedness or other paper or documentdocument unless requested in writing to do so by the Holders of not less than a majority in principal amount of the Securities at the time outstanding, but the Trustee, the Trustee and Collateral Agent or an Agent, in its discretion, may each make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, the Trustee or Collateral Agent or an Agent, as applicable, shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the IssuerIssuers, personally or by agent or attorney attorney, at the expense of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(g) The Trustee shall not be deemed under no obligation to have knowledge exercise any of the rights or powers vested in it by this Indenture at the request or direction of any Default or Event of Default except any Default or Event of Default of which a Trust Officer the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(xh) received written notification from The rights, privileges, protections, immunities and benefits given to the Issuer or a Holder at the Corporate Trust Office Trustee and Collateral Agent, including its right to be indemnified, are extended to, and shall be enforceable by, each of the Trustee and such Collateral Agent in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.
(i) In the event the Issuers are required to pay Additional Interest, the Issuers will provide written notice references to the Notes Trustee of the Issuers’ obligation to pay Additional Interest no later than 15 days prior to the next interest payment date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuers. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof.
(j) In no event shall the Trustee or the Collateral Agent, Paying Agent or Registrar or in any other capacity hereunder, be liable under or in connection with this Indenture for indirect, special, incidental, punitive or (y) obtained “actual knowledgeconsequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
Appears in 2 contracts
Samples: Indenture (Gates Global Inc.), Indenture (Gates Engineering & Services FZCO)
Rights of Trustee and Collateral Agent. (a) The Trustee, Trustee and the Collateral Agent and the Agents may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgmentbond, bond debenture, note, other evidence of indebtedness or any other paper or document believed by it to be genuine and to have been signed signed, sent (including by email) or presented by the proper Person party or Personsparties. The Trustee, Neither the Trustee nor the Collateral Agent and the Agents need not needs to investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Certificate or an Opinion of Counsel or both, except that (x) no both and the Trustee and the Collateral Agent may conclusively rely upon such Officer’s Certificate or and/or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereofCounsel. Neither the Trustee nor the Collateral Agent shall will be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s Certificate or and/or Opinion of Counsel.
(c) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees or attorney appointed with due care.
(d) Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct does not constitute willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdiction.
(e) . Each of the Trustee and the Collateral Agent may consult with counsel of its selection, selection and the advice of such counsel or opinion any Opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements shall Counsel will be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements in good faith and in accordance reliance thereon.
(c) The Trustee and the Collateral Agent may execute any of the trusts or powers hereunder or under any of the Security Documents or perform any duties hereunder or thereunder either directly or by or through its attorneys, custodians, nominees and agents and neither the Trustee nor the Collateral Agent will be responsible for the misconduct or negligence of, or for the supervision of, any agent, custodian, nominee or attorney appointed with due care by it hereunder or thereunder.
(d) Neither the advice Trustee nor the Collateral Agent will be liable for any action it takes, suffers or opinion omits to take in good faith that it believes to be authorized or within the discretion or rights or powers conferred upon it by this Indenture and the Security Documents.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if signed by an Officer of such counselthe Issuer.
(f) The Trustee, Neither the Trustee nor the Collateral Agent will be under any obligation to exercise any of the rights or powers vested in it by this Indenture or the Security Documents at the request or direction of any of the Holders unless such Holders have offered to the Trustee or the Collateral Agent, as applicable, indemnity and security satisfactory to the Agents Trustee or the Collateral Agent, as applicable, against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.
(g) Neither the Trustee nor the Collateral Agent shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture or the Security Documents; moreover, the Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgmentapproval, appraisal, bond, debenture, note or note, other evidence of indebtedness or other paper or documentdocument (including any of the foregoing delivered in electronic format), but the Trustee, Trustee and the Collateral Agent or an Agent, in its their discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, Trustee or the Collateral Agent or an Agent, as applicable, 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 agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(gh) The Neither the Trustee nor the Collateral Agent shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default except any unless written notice of such Default or Event of Default of which a Trust Officer shall have (x) received written notification from the Issuer or any Holder is received by a Holder Responsible Officer of the Trustee or the Collateral Agent, as applicable, at the Corporate Trust Office of the Trustee or the Collateral Agent, as applicable, and such notice references the Notes and this Indenture. In the absence of receipt of such notice, the Trustee and the Collateral Agent may each conclusively assume that there is no Default or Event of Default.
(i) The rights, privileges, protections, immunities and benefits given to each of the Trustee and the Collateral Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee and the Collateral Agent, as applicable, in each of their respective capacities hereunder and, in the case of the Collateral Agent, under the Security Documents, and each agent, custodian and other Person employed to act hereunder and thereunder.
(j) Each of the Trustee and the Collateral Agent may request that the Issuer, the Company or any Guarantor 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, in the case of the Collateral Agent, any of the Security Documents, which certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; provided, however, that from time to time, the Issuer, the Company or any Guarantor may, by delivering to the Trustee and the Collateral Agent a revised certificate, change the information previously provided by it pursuant to this Section 7.02(j), but the Trustee and the Collateral Agent shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate.
(k) Anything in this Indenture or any Security Document notwithstanding, in no event shall the Trustee or the Collateral Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (yincluding but not limited to loss of profit), even if the Trustee or the Collateral Agent, as applicable, has been advised as to the likelihood of such loss or damage and regardless of the form of action.
(l) obtained “actual knowledgeNeither the Trustee nor the Collateral Agent shall be responsible or liable for any failure or delay in the performance of its obligations under this Indenture or any Security Document arising out of or caused, directly or indirectly, by circumstances beyond its control, including, without limitation, any provision of any law or regulation or any act of any governmental authority, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; pandemics; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action or any other causes beyond the Trustee’s or the Collateral Agent’s control whether or not of the same class or kind as specified above.” “Actual knowledge”
(m) The permissive right of the Trustee and the Collateral Agent to take or refrain from taking action hereunder or, in the case of the Collateral Agent, under the Security Documents shall mean not be construed as a duty.
(n) The Collateral Agent shall accept without investigation, requisition or objection such right and title as any Subsidiary Guarantor may have to any of the actual fact Collateral and shall not be bound or statement concerned to examine or enquire into or be liable for any defect or failure in the right or title of knowing by a Trust Officer without independent investigation any Subsidiary Guarantor to the Collateral or any part thereof whether such defect or failure was known to the Collateral Agent or might have been discovered upon examination or enquiry and whether capable of remedy or not and shall have no responsibility for the validity, existence, genuineness, value or sufficiency of the Collateral or any agreement or assignment with respect thereto.
(o) Without prejudice to the provisions hereof or under the Security Documents, neither the Collateral Agent nor the Trustee shall be under any obligation to insure any of the Collateral or any certificate, note, bond or other evidence in respect thereof, or to require any other person to maintain any such insurance and shall not be responsible for any loss, expense or liability which may be suffered as a result of any assets comprised in the Collateral being uninsured or inadequately insured.
(p) Neither the Collateral Agent nor the Trustee shall be responsible for any tax, assessment, government charge or any loss, expense or liability occasioned to the Collateral or otherwise as to the maintenance of the Collateral, howsoever caused, by the Collateral Agent or by any act or omission on the part of any other person (including any bank, broker, depositary, warehouseman or other intermediary or by any clearing system or other operator thereof), or otherwise, unless, as to the Collateral Agent, such loss is solely caused by the willful misconduct or gross negligence of the Collateral Agent as determined by a final non-appealable judgment issued by a court of competent jurisdiction.
(q) Neither the Trustee nor the Collateral Agent shall be responsible for the preparation or filing or correctness of any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or for the validity of or maintaining the perfection, priority or enforceability of any lien or security interest in the Collateral.
(r) Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty or liability as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords similar property held for the benefit of third parties and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith.
(s) At any time that the security granted pursuant to the Security Documents has become enforceable and the Holders or the Trustee have given a direction to the Collateral Agent to enforce such security, the Trustee is not responsible for:
(1) any failure of the Collateral Agent to enforce such security within a reasonable time or at all;
(2) any failure of the Collateral Agent to pay over the proceeds of enforcement of the security;
(3) any failure of the Collateral Agent to realize such security for the best price obtainable;
(4) monitoring the activities of the Collateral Agent in relation to such enforcement;
(5) taking any enforcement action itself in relation to such security;
(6) agreeing to any proposed course of action by the Collateral Agent, acting at the direction of the Holders, which could result in the Trustee incurring any liability for its own account; or
(7) providing indemnity or security to, or paying any fees, costs or expenses of, the Collateral Agent acting at the direction of the Holders; provided however that the foregoing shall not limit the Collateral Agent’s rights to be paid or reimbursed for any such fees, costs or expenses pursuant to Section 6.10, Section 7.07 or otherwise under this Indenture or the other Security Documents.
Appears in 2 contracts
Samples: Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD)
Rights of Trustee and Collateral Agent. (a) The Trustee, Trustee and the Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgmentdirection, bond approval or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or PersonsPerson. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, direction, approval or other paper or document, but the Trustee and the Collateral Agent, in their discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee or the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting it acting, they may require an Officer’s Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof. Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s Certificate or Opinion of Counsel. The Trustee and the Collateral Agent may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel or both shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) Each of the The Trustee and the Collateral Agent may act through its attorneys, custodians, nominees their attorneys and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees agent or attorney appointed with due care.
(d) The Trustee and the Collateral Agent shall not be liable for any action they take or omit to take in good faith that they believe to be authorized or within the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer of the Issuers.
(f) None of the provisions of this Indenture shall require the Trustee or the Collateral Agent to expend or risk their own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers if they shall have reasonable grounds for believing that repayment of such funds or security or indemnity satisfactory to them against such risk or liability is not assured to them.
(g) Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct does not constitute willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdiction.
(e) Each of the Trustee and the Collateral Agent may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counsel.
(f) The Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture or the Security Documents; moreover, the Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or other evidence of indebtedness or other paper or document, but the Trustee, the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, the Collateral Agent or an Agent, as applicable, 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 agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(g) The Trustee shall not be deemed to have knowledge notice of any Default or Event of Default except unless the Trustee or the Collateral Agent, as applicable, has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee or Event of Default of which a Trust Officer shall have (x) received written notification the Collateral Agent, as applicable, from the Issuer Company, any Issuer, Guarantor or a Holder at the Corporate Trust Office of the Trustee or Collateral Agent, respectively, and such notice references the Notes and this Indenture Indenture.
(h) In no event shall the Trustee or the Collateral Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (yincluding, but not limited to, loss of profit) obtained “actual knowledgeirrespective of whether the Trustee or the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.” “Actual knowledge”
(i) The rights, privileges, protections, immunities and benefits given to the Trustee and the Collateral Agent, including, without limitation, its right to be indemnified, are extended to, and shall mean be enforceable by, the actual fact Trustee and the Collateral Agent in each of its capacities hereunder, and each Agent, agent, custodian and other Person employed to act hereunder.
(j) The Trustee and the Collateral Agent may request that the Issuers and any Guarantor deliver an Officer’s Certificate setting forth the names of the individuals and/or titles of Officers (with specimen signatures) authorized at such times to take specific actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person specified as so authorized in any certificate previously delivered and not superseded.
(k) The Trustee and the Collateral Agent shall not be required to give any bond or statement surety in respect of knowing by the performance of its powers and duties hereunder.
(l) The permissive right of the Trustee and the Collateral Agent to take or refrain from taking any actions enumerated herein shall not be construed as a Trust Officer without independent investigation with respect theretoduty.
Appears in 1 contract
Rights of Trustee and Collateral Agent. (a) The Trustee, Each of the Trustee and the Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or Persons. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Officers’ Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereofCounsel. Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Officers’ Certificate or Opinion of Counsel.
(c) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees attorneys and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees agent or attorney appointed with due care.
(d) Neither Each of the Trustee nor and the Collateral Agent shall not be liable for any action it takes or omits to take in good faith (in the case of the Trustee) which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct conduct, respectively, does not constitute (i) with respect to the Trustee, willful misconduct or negligence or (or, in the case of ii) with respect to the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdictionnegligence or willful misconduct.
(e) Each of the Trustee and the Collateral Agent may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Subsidiary Guarantees, the Security Collateral Documents and or the Intercreditor Agreements shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or under the Notes, the Subsidiary Guarantees, the Security Collateral Documents and or the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counsel.
(f) The Trustee, Trustee and the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture Indenture, any other Collateral Document or the Security DocumentsIntercreditor Agreements; moreover, the Trustee, Trustee and the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, in any other Collateral Document or the Intercreditor Agreements (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, any other Collateral Document or the Security Documents Intercreditor Agreements or any other agreement, instrument or document document, (iii) the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (iv) the value or the sufficiency of any Collateral, (v) the satisfaction of any condition set forth in any Collateral Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent or (iiivi) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or other evidence of indebtedness or other paper or document, but each of the Trustee, Trustee and the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, Trustee or the Collateral Agent or an Agent, as applicable, shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the IssuerCompany, personally or by agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. The Trustee and the Collateral Agent shall have no liability with respect to any action or inaction taken by or with respect to any Sub-Collateral Agent (as defined in the Security Agreement).
(g) The Neither the Trustee nor Collateral Agent shall not be deemed to have knowledge of any Default or Event of Default except any Default or Event of Default of which a Trust Responsible Officer shall have (x) received written notification from the Issuer or a Holder at the Corporate Trust Office of the Trustee or Collateral Agent, as applicable, and such notice references the Notes and this Indenture Indenture.
(h) In no event shall the Trustee or the Collateral Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (yincluding, but not limited to, loss of profit) obtained “actual knowledgeirrespective of whether the Trustee or the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.” “Actual knowledge”
(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall mean be enforceable by, the actual fact or statement Trustee in each of knowing by its capacities hereunder, the Collateral Agent, and each agent, custodian and other Person employed to act hereunder and under the Collateral Documents and the Intercreditor Agreements.
(j) The Trustee and the Collateral Agent may request that the Company deliver a Trust Officer without independent investigation with respect theretocertificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 1 contract
Samples: Indenture (McClatchy Co)
Rights of Trustee and Collateral Agent. (a) The Trustee, Each of the Trustee and the Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or Persons. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Officers’ Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereofCounsel. Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Officers’ Certificate or Opinion of Counsel.
(c) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees or attorney appointed with due care.
(d) Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith (in the case of the Trustee) which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct does not constitute willful misconduct or negligence (or, in the case of or that the Collateral Agent, ’s conduct constitutes gross negligence) as determined in a final non-appealable decision of a court of competent jurisdictionnegligence or willful misconduct.
(e) Each of the Trustee and the Collateral Agent may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Documents Documents, the Intercreditor Agreement and the Intercreditor Agreements Agreement shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements Agreement in good faith and in accordance with the advice or opinion of such counsel.
(f) The Trustee, Trustee and the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture Indenture, any other Security Document or the Security DocumentsIntercreditor Agreement; moreover, the Trustee, Trustee and the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, in any other Security Document or the Intercreditor Agreement, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, any other Security Document, the Security Documents Intercreditor Agreement or any other agreement, instrument or document document, (iii) the creation, perfection or priority of any Lien purported to be created by the Security Documents, (iv) the value or the sufficiency of any Collateral, (v) the satisfaction of any condition set forth in any Security Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent or (iiivi) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or other evidence of indebtedness or other paper or document, but each of the Trustee, Trustee and the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, Trustee or the Collateral Agent or an Agent, as applicable, 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 agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. The Trustee and the Collateral Agent shall have no liability with respect to any action or inaction taken by or with respect to any Sub-Collateral Agent (as defined in the Security Agreement).
(g) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except any Default or Event of Default of which a Trust Officer shall have (x) received written notification from the Issuer or a Holder at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture or (y) obtained “actual knowledge.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
Appears in 1 contract
Rights of Trustee and Collateral Agent. (a) The Trustee, Trustee and the Collateral Agent and the Agents may conclusively rely and shall be fully protected in acting upon or refraining from acting on any resolution, certificate, statement, instrument, opinion, notice, report, request, direction, consent, order, judgmentbond, bond debenture or any other paper document (whether in original or document facsimile form or PDF transmission) believed by it to be genuine and to have been signed or presented by the proper Person or PersonsPerson. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the documenttherein.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Officers’ Certificate or an Opinion of Counsel or both, except ; provided that (x) no Officer’s Officers’ Certificate or Opinion of Counsel will shall be required to be delivered in connection with the original issuance of the Notes that are issued on the date hereof Issue Date and (y) no Opinion of Counsel will shall be required to be delivered in connection with the execution of any amendment or supplement entered into in connection with adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereofthe terms of this Indenture. Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith in reliance on an Officer’s such Officers’ Certificate or Opinion of Counsel. Prior to taking, suffering or admitting any action, the Trustee and the Collateral Agent may consult with counsel of the Trustee’s or the Collateral Agent’s own choosing, and the Trustee and the Collateral Agent shall be fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in conclusive reliance on the advice or opinion of such counsel.
(c) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or for the supervision of any agent, custodians, nominees or attorney agent appointed with due care.
(d) Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the discretion or rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct does not constitute willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdictionpowers conferred upon it by this Indenture.
(e) Each of the Trustee and the Collateral Agent may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to Unless otherwise specifically provided in this Indenture, the Notesany demand, request, direction or notice from Holdings, the GuaranteesIssuer or a Subsidiary Guarantor shall be sufficient if signed by an Officer of Holdings, the Security Documents and the Intercreditor Agreements shall be full and complete authorization and protection from liability in respect to any action taken, omitted Issuer or suffered by it hereunder or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counselSubsidiary Guarantor.
(f) The Trustee, Neither the Trustee nor the Collateral Agent shall be under any obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee or the Collateral Agent security or indemnity satisfactory to the Trustee or the Collateral Agent, as the case may be, against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(g) Neither the Agents Trustee nor the Collateral Agent shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture or the Security Documents; moreover, the Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or note, other evidence of indebtedness or other paper or documentdocuments, but each of the Trustee, Trustee and the Collateral Agent or an Agent, in its own discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, Trustee or the Collateral Agent or an Agent, as applicable, shall determine to make such further inquiry or investigation, it the Trustee or the Collateral Agent, as applicable, shall be entitled to examine during normal business hours the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(gh) The rights, privileges, protections, immunities and benefits given to the Trustee and the Collateral Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee and the Collateral Agent in each of their capacities hereunder, to the Agents and to each other agent, custodian and Person employed to act hereunder.
(i) The Trustee and the Collateral Agent may request that Holdings, the Issuer and each of the Subsidiary Guarantors shall deliver to the Trustee and the Collateral Agent an Officers’ Certificate setting forth the names of individuals and/or titles of Officers of Holdings, the Issuer and each Subsidiary Guarantor, as applicable, authorized at such time to take specified actions pursuant to this Indenture and/or the Security Documents of Holdings, the Issuer, the Notes and the Subsidiary Guarantees, which Officers’ Certificate may be signed by any Person authorized to sign an Officers’ Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.
(j) Neither the Trustee nor the Collateral Agent shall be deemed to have notice or be charged with knowledge of any Default or Event of Default except any Default unless a Responsible Officer of the Trustee or Event of Default of which a Trust Officer the Collateral Agent, as applicable, shall have (x) received written notification from Holdings, the Issuer or a Subsidiary Guarantor or from any Holder written notice thereof at the Corporate Trust Office of the Trustee its address set forth in Section 12.1 and such notice references the Notes and this Indenture. In the absence of such notice, the Trustee and the Collateral Agent may conclusively assume that no such Default or Event of Default exists.
(k) Neither the shall the Trustee nor the Collateral Agent shall be responsible or liable for special, indirect, punitive, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee and the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
(l) Neither the Trustee nor the Collateral Agent shall be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(m) No provision of this Indenture shall require the Trustee and the Collateral Agent to expend or (y) obtained “actual knowledgerisk its own funds or otherwise incur any financial liability in the performance of any of its duties thereunder, or in the exercise of any of its rights or powers.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
Appears in 1 contract
Samples: Indenture (Vertiv Holdings Co)
Rights of Trustee and Collateral Agent. (a) The Trustee, Each of the Trustee and the Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or Persons. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Officers’ Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereofCounsel. Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Officers’ Certificate or Opinion of Counsel.
(c) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees attorneys and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees agent or attorney appointed with due care.
(d) Neither Each of the Trustee nor and the Collateral Agent shall not be liable for any action it takes or omits to take in good faith (in the case of the Trustee) which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct conduct, respectively, does not constitute willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdiction.
(e) Each of the Trustee and the Collateral Agent may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Subsidiary Guarantees, the Security Collateral Documents and or the Intercreditor Agreements shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or under the Notes, the Subsidiary Guarantees, the Security Documents and Collateral Documents, the Intercreditor Agreements Agreement or any Permitted Junior Lien Intercreditor Agreement in good faith and in accordance with the advice or opinion of such counsel.
(f) The Trustee, Trustee and the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture Indenture, any other Collateral Document or the Security DocumentsIntercreditor Agreements; moreover, the Trustee, Trustee and the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, in any other Collateral Document or the Intercreditor Agreements (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, any other Collateral Document or the Security Documents Intercreditor Agreements or any other agreement, instrument or document document, (iii) the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (iv) the value or the sufficiency of any Collateral, (v) the satisfaction of any condition set forth in any Collateral Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent or (iiivi) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or other evidence of indebtedness or other paper or document, but each of the Trustee, Trustee and the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, Trustee or the Collateral Agent or an Agent, as applicable, shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the IssuerCompany, personally or by agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. The Trustee and the Collateral Agent shall have no liability with respect to any action or inaction taken by or with respect to any Sub-Collateral Agent (as defined in the Security Agreement).
(g) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except any Default or Event of Default of which a Trust Officer shall have (x) received written notification from the Issuer or a Holder at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture Indenture.
(h) In no event shall the Trustee or the Collateral Agent be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (yincluding, but not limited to, loss of profit) obtained “actual knowledgeirrespective of whether the Trustee or the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.” “Actual knowledge”
(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall mean be enforceable by, the actual fact or statement Trustee in each of knowing by its capacities hereunder, the Collateral Agent, and each agent, custodian and other Person employed to act hereunder and under the Collateral Documents and the Intercreditor Agreements.
(j) The Trustee and the Collateral Agent may request that the Company deliver a Trust Officer without independent investigation with respect theretocertificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 1 contract
Samples: Indenture (McClatchy Co)
Rights of Trustee and Collateral Agent. Subject to Section 7.01:
(a1) The Trustee, Trustee and the Collateral Agent and the Agents may conclusively rely and shall be protected on any document (whether in acting upon any resolutionits original, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond facsimile or any other paper or document electronic (including .pdf) form) reasonably believed by it to be genuine and to have been signed or presented by the proper Person or Personsperson. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b2) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require and shall be entitled to receive an Officer’s Certificate or an Opinion of Counsel Counsel, or both, except that (x) no Officer’s Certificate or Opinion which shall conform to the provisions of Counsel will be required in connection with the original issuance of Notes on the date hereof Section 12.05. The Trustee and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof. Neither the Trustee nor the Collateral Agent shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate such certificate or Opinion of Counselopinion.
(c3) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or for the supervision of any agent, custodians, nominees or attorney agent appointed by it with due care.
(d4) Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, provided that the Trustee’s or the Collateral Agent’s conduct does not constitute negligence or willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdictionmisconduct.
(e5) Each of the Trustee and the Collateral Agent may consult with counsel of its selection, and the advice or opinion of such counsel with respect as to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements of law shall be full and complete authorization and protection from liability in respect to of any action taken, omitted or suffered by it hereunder or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counsel.
(f6) The TrusteeNotwithstanding any of the other provisions of this Indenture, the rights, privileges, protections, immunities and benefits given to the Trustee and/or the Collateral Agent, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee and the Collateral Agent in each of its capacities hereunder (including but not limited to as Registrar, Paying Agent and Depository Custodian), and each agent, custodian and other person employed to act hereunder.
(7) The right of the Trustee or the Collateral Agent to perform any discretionary act enumerated in this Indenture or the Third Lien Notes Security Documents shall not be construed as a duty, and the Agents Trustee and the Collateral Agent shall not be answerable for other than its own negligence or willful misconduct in the performance of such act.
(8) The Trustee and the Collateral Agent may from time to time request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture and the Third Lien Notes Security Documents, which Officer’s Certificate may be signed by any persons authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.
(9) In no event shall the Trustee or the Collateral Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee or the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
(10) The Trustee and the Collateral Agent will not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture or the Security Documents; moreover, the Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or note, other evidence of indebtedness indebtedness, or other paper or document, or inquire as to the performance by the Issuer or the Guarantors of any of their covenants in this Indenture or any of the Third Lien Notes Security Documents but the Trustee, Trustee or the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if .
(11) Any request or direction of the Trustee, the Collateral Agent Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order or an AgentOfficer’s Certificate, as applicable, 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 agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(g) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except any Default or Event of Default of which a Trust Officer shall have (x) received written notification from the Issuer or a Holder at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture or (y) obtained “actual knowledge.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
Appears in 1 contract
Rights of Trustee and Collateral Agent. (a) The Trustee, Each of the Trustee and the Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or PersonsPerson. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b) Before , but either the Trustee or the Collateral Agent acts or refrains from acting it may require an Officer’s Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof. Neither the Trustee nor the Collateral Agent shall 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.
(c) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees or attorney appointed with due care.
(d) Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct does not constitute willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdiction.
(e) Each of the Trustee and the Collateral Agent may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counsel.
(f) The Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture or the Security Documents; moreover, the Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or other evidence of indebtedness or other paper or document, but the Trustee, the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if either the Trustee, Trustee or the Collateral Agent or an Agent, as applicable, shall determine in good faith to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(gb) Before either the Trustee or the Collateral Agent acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee and the Collateral Agent 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. The Trustee and the Collateral Agent may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) Each of the Trustee and the Collateral Agent may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture; provided, however, that, in the case of the Trustee, the Trustee’s actions do not constitute willful misconduct or negligence.
(e) Unless otherwise specifically provided in this Indenture or the Guarantee Agreement, any demand, request, direction or notice from the Issuer or a Guarantor shall be sufficient if signed by an Officer of the Issuer or such Guarantor.
(f) The Trustee and the Collateral Agent shall not be deemed to have notice or knowledge of any Default or Event of Default except unless a Responsible Officer of the Trustee or the Collateral Agent, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default of which a Trust Officer shall have (x) is received written notification from by the Issuer or a Holder Trustee at the Corporate Trust Office of the Trustee Trustee, and such notice references the existence of a Default or Event of Default, the Notes and this Indenture Indenture.
(g) In no event shall the Trustee or the Collateral Agent be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (yincluding, but not limited to, loss of profit) obtained “actual knowledgeirrespective of whether the Trustee or the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action; provided, however, that the Trustee’s actions do not constitute willful misconduct or negligence.” “Actual knowledge”
(h) The Trustee and the Collateral Agent will be under no obligation to exercise any of the rights or powers under this Indenture, the Notes, the Guarantees, the Security Documents or the Intercreditor Agreements at the request or direction of any of the Holders unless such Holders have offered to each of the Trustee and the Collateral Agent indemnity or security satisfactory to it against any loss, liability or expense.
(i) The rights, privileges, protections, immunities and benefits given to the Trustee and the Collateral Agent, including, without limitation, its right to be indemnified, are extended to, and shall mean be enforceable by, the actual fact Trustee and the Collateral Agent in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.
(j) The Trustee and the Collateral Agent may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals or statement titles of knowing by a Trust Officer without independent investigation with officers authorized at such time to take specified actions pursuant to this Indenture.
(k) The Trustee shall not be required to give any bond or surety in respect theretoof the performance of its powers and duties hereunder.
Appears in 1 contract
Samples: Senior Secured Notes Indenture (Spanish Broadcasting System Inc)
Rights of Trustee and Collateral Agent. (a) The Trustee, Each of the Trustee and the Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or Persons. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Officers’ Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereofCounsel. Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Officers’ Certificate or Opinion of Counsel.
(c) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees attorneys and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees agent or attorney appointed with due care.
(d) Neither Each of the Trustee nor and the Collateral Agent shall not be liable for any action it takes or omits to take in good faith (in the case of the Trustee) which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct conduct, respectively, does not constitute willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdiction.
(e) Each of the Trustee and the Collateral Agent may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Documents Collateral Documents, the First Lien Intercreditor Agreement and the Junior Lien Intercreditor Agreements Agreement shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or under the Notes, the Guarantees, the Security Documents Collateral Documents, the First Lien Intercreditor Agreement and the Junior Lien Intercreditor Agreements Agreement in good faith and in accordance with the advice or opinion of such counsel.
(f) The Trustee, Trustee and the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture Indenture, any other Collateral Document or the Security DocumentsIntercreditor Agreement; moreover, the Trustee, Trustee and the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, in any other Collateral Document, the First Lien Intercreditor Agreement or the Junior Lien Intercreditor Agreement, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, any other Collateral Document, the Security Documents First Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement or any other agreement, instrument or document document, (iii) the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (iv) the value or the sufficiency of any Collateral, (v) the satisfaction of any condition set forth in any Collateral Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent or (iiivi) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or other evidence of indebtedness or other paper or document, but each of the Trustee, Trustee and the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, Trustee or the Collateral Agent or an Agent, as applicable, shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the IssuerCompany, personally or by agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. The Trustee and the Collateral Agent shall have no liability with respect to any action or inaction taken by or with respect to any Sub-Collateral Agent (as defined in the Security Agreement).
(g) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except any Default or Event of Default of which a Trust Officer shall have (x) received written notification from the Issuer or a Holder at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture or (y) obtained “actual knowledge.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
Appears in 1 contract
Samples: Indenture (Reddy Ice Holdings Inc)
Rights of Trustee and Collateral Agent. (a) The Trustee, Each of the Trustee and the Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or Persons. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Officers’ Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereofCounsel. Neither the The Trustee nor the Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Officers’ Certificate or Opinion of Counsel. The Collateral Agent shall not be liable for any action it takes or omits to take in the absence of gross negligence or willful misconduct in reliance on an Officers’ Certificate or Opinion of Counsel.
(c) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees attorneys and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees or attorney agent appointed with due care.
(d) Neither Each of the Trustee nor and the Collateral Agent shall not be liable for any action it takes or omits to take in good faith (in the case of the Trustee) which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct conduct, respectively, does not constitute willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdiction.
(e) Each of the Trustee and the Collateral Agent may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Guarantees, Subsidiary Guarantees or the Security Collateral Documents and the Intercreditor Agreements shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or under the Notes, the Guarantees, Subsidiary Guarantees or the Security Collateral Documents and the Intercreditor Agreements in good faith (in the case of the Trustee) or in the absence of gross negligence or willful misconduct (in the case of the Collateral Agent) and in accordance with the advice or opinion of such counsel.
(f) The Trustee, Trustee and the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture or the Security Documentsany other Collateral Document; moreover, the Trustee, Trustee and the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinherein or in any other Collateral Document, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents any other Collateral Document or any other agreement, instrument or document or document, (iii) the facts creation, perfection or matters stated priority of any Lien purported to be created by the Collateral Documents, (iv) the value or the sufficiency of any Collateral, or (v) the satisfaction of any condition set forth in any resolutionCollateral Document, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or other evidence than to confirm receipt of indebtedness or other paper or documentitems expressly required to be delivered to the Collateral Agent, but each of the Trustee, Trustee and the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, Trustee or the Collateral Agent or an Agent, as applicable, shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the IssuerCompany, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. The Trustee and the Collateral Agent shall have no liability with respect to any action or inaction taken by or with respect to any Sub-Collateral Agent (as defined in the Collateral Agreement).
(g) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) during any period it is serving as Registrar and Paying Agent for the Notes, any Event of Default occurring pursuant to Sections 6.1(a)(i) and 6.1(a)(ii), or (ii) any Default or Event of Default of which a Trust Officer shall have (x) received written notification from the Issuer or a Holder at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture or (y) obtained “actual knowledge.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
Appears in 1 contract
Samples: Indenture (Blockbuster Inc)
Rights of Trustee and Collateral Agent. Subject to Section 7.01:
(a1) The Trustee, Trustee and the Collateral Agent and the Agents may conclusively rely and shall be protected on any document (whether in acting upon any resolutionits original, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond facsimile or any other paper or document electronic (including .pdf) form) reasonably believed by it to be genuine and to have been signed or presented by the proper Person or Personsperson. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b2) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require and shall be entitled to receive an Officer’s Certificate or an Opinion of Counsel Counsel, or both, except that (x) no Officer’s Certificate or Opinion which shall conform to the provisions of Counsel will be required in connection with the original issuance of Notes on the date hereof Section 12.05. The Trustee and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof. Neither the Trustee nor the Collateral Agent shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate such certificate or Opinion of Counselopinion.
(c3) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or for the supervision of any agent, custodians, nominees or attorney agent appointed by it with due care.
(d4) Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, provided that the Trustee’s or the Collateral Agent’s conduct does not constitute negligence or willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdictionmisconduct.
(e5) Each of the Trustee and the Collateral Agent may consult with counsel of its selection, and the advice or opinion of such counsel with respect as to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements of law shall be full and complete authorization and protection from liability in respect to of any action taken, omitted or suffered by it hereunder or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counsel.
(f6) The TrusteeNotwithstanding any of the other provisions of this Indenture, the rights, privileges, protections, immunities and benefits given to the Trustee and/or the Collateral Agent, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee and the Collateral Agent in each of its capacities hereunder (including but not limited to as Registrar, Paying Agent and Depository Custodian), and each agent, custodian and other person employed to act hereunder.
(7) The right of the Trustee or the Collateral Agent to perform any discretionary act enumerated in this Indenture or the First Lien Notes Security Documents shall not be construed as a duty, and the Agents Trustee and the Collateral Agent shall not be answerable for other than its own negligence or willful misconduct in the performance of such act.
(8) The Trustee and the Collateral Agent may from time to time request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture and the First Lien Notes Security Documents, which Officer’s Certificate may be signed by any persons authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.
(9) In no event shall the Trustee or the Collateral Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee or the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
(10) The Trustee and the Collateral Agent will not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture or the Security Documents; moreover, the Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or note, other evidence of indebtedness indebtedness, or other paper or document, or inquire as to the performance by the Issuer or the Guarantors of any of their covenants in this Indenture or any of the First Lien Notes Security Documents but the Trustee, Trustee or the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if .
(11) Any request or direction of the Trustee, the Collateral Agent Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order or an AgentOfficer’s Certificate, as applicable, 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 agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(g) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except any Default or Event of Default of which a Trust Officer shall have (x) received written notification from the Issuer or a Holder at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture or (y) obtained “actual knowledge.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
Appears in 1 contract
Rights of Trustee and Collateral Agent. Subject to Section 6.01:
(a) The Trustee, the Collateral Agent and the Agents Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgmentbond, bond debenture, note, other evidence of indebtedness or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or PersonsPerson. The Trustee, the Collateral Agent and the Agents Trustee need not investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may consult with counsel and may require an Officer’s Officers’ Certificate or an Opinion of Counsel Counsel, or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof which shall conform to Sections 10.04 and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof10.05. Neither the The Trustee nor the Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s such Officers’ Certificate or Opinion of Counsel. The written advice of the Trustee’s counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by the Trustee hereunder in good faith and in reliance thereon.
(c) Each of the The Trustee and the Collateral Agent may act through its attorneys, custodians, nominees attorneys and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees or attorney agent appointed with due care.
(d) Neither the The Trustee nor the Collateral Agent shall not be liable for any action that it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct does not constitute willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdictionpowers under this Indenture.
(e) Each of the The Trustee and the Collateral Agent may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counsel.
(f) The Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture or the Security Documents; moreover, the Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or note, other evidence of indebtedness or other paper or document, but the Trustee, the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, fit and, if the Trustee, the Collateral Agent or an Agent, as applicable, Trustee shall determine to make such further inquiry or investigation, it shall be entitled entitled, upon reasonable notice to the Company, to examine the books, records and premises of the IssuerCompany, personally or by agent or attorney and to consult with the officers and representatives of the Company, including the Company’s accountants and attorneys. Except as expressly stated herein to the contrary, in no event shall incur no liability the Trustee have any responsibility to ascertain whether there has been compliance with any of the covenants or additional liability provisions hereof.
(f) The Trustee shall not be required to give any bond or surety in respect of any kind by reason the performance or exercise of such inquiry its powers or investigationduties hereunder.
(g) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company and any resolution of the Board of Directors shall be sufficient if evidenced by a copy of such resolution certified by an Officer of the Company to have been duly adopted and in full force and effect on the date hereof.
(h) The Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default except any Default or Event of Default of which a Trust Officer unless the Trustee shall have (x) received written notification from the Issuer Company, any Subsidiary Guarantor or a any other obligor upon the Bonds or from any Holder written notice thereof at the Corporate Trust Office of the Trustee its address set forth in Section 10.02 hereof, and such notice references the Notes Bonds and this Indenture. In the absence of any such notice, the Trustee may conclusively assume that no such Default of Event of Default exists.
(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder (including, without limitation, in its capacity as Collateral Agent and Calculation Agent), including the Trustee’s officers, directors, agents and employees and each agent, custodian and other Person employed to act hereunder. Such rights, privileges, protections, immunities and benefits, including, without limitation, the right to indemnification, together with the Trustee’s right to compensation and reimbursement expenses, shall survive the Trustee’s resignation or removal and final payment of the Bonds.
(j) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any persons authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.
(k) The permissive right of the Trustee to take any action under the Financing Documents shall not be construed as a duty to so act.
(l) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing less than a majority in aggregate principal amount of the Bonds then outstanding, the Trustee, in its sole discretion, may determine what action, if any, shall be taken.
(m) Notwithstanding anything to the contrary in this Indenture or any other Financing Document (yother than Section 6.01 hereof), as to the exercise by the Trustee or the Collateral Agent of any rights or remedies under any Financing Document (including the exercise of any discretion of such Person and the making of requests as permitted under any Financing Document), the giving of any consent by the Trustee or the Collateral Agent under any Financing Document (including the determination of the reasonable satisfaction of such Person), the entry by the Trustee or the Collateral Agent into any agreement amending, modifying, supplementing or waiving any provision of this Indenture or any other Financing Document (other than as permitted pursuant to Section 8.01 hereof), neither the Trustee nor the Collateral Agent shall be required to take any such action unless it shall have been directed to do so by the Holders of at least 25% in aggregate principal amount of the outstanding Bonds (or such other percentage expressly specified for such action in the applicable Financing Document).
(n) obtained “actual knowledge.” “Actual knowledge” The Trustee shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation not be obligated to take any remedial action with respect theretoto an Event of Default of the type described in clause (5) or (10) of Section 5.01, unless it has first been notified of such event or occurrence by the Company or the Holders of at least 50% in aggregate principal amount of the outstanding Bonds.
Appears in 1 contract
Samples: Indenture (Molecular Insight Pharmaceuticals, Inc.)
Rights of Trustee and Collateral Agent. (a) The Trustee, Trustee and the Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or PersonsPerson. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof. Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s Certificate or Opinion of Counsel.
(c) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees or attorney appointed with due care.
(d) Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct does not constitute willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdiction.
(e) Each of the . The Trustee and the Collateral Agent may consult with counsel of its selection, and the advice of such counsel or opinion any Opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements shall Counsel will be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counselreliance thereon.
(fc) The Trustee, Neither the Trustee nor the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture or the Security Documents; moreover, the Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgmentapproval, bond, debenture, note or other evidence of indebtedness or other paper or documentdocument unless requested in writing to do so by the Holders of not less than a majority in principal amount of the Notes at the time outstanding, but the Trustee, Trustee or the Collateral Agent or an Agent, as the case may be, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, Trustee or the Collateral Agent or an Agent, as applicablethe case may be, shall determine to make such further inquiry or investigation, it shall be entitled entitled, upon reasonable notice to the Issuers, to examine the books, records and premises of the IssuerIssuers, personally or by agent or attorney attorney, at the expense of the Issuers and shall incur Incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(d) The Trustee and the Collateral Agent may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.
(e) Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.
(f) Neither the Trustee nor the Collateral Agent shall be liable for any action taken or omitted by it in good faith at the direction of the Holders of not less than a majority in principal amount of the Notes as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the Collateral Agent, as applicable, or the exercising of any power conferred by this Indenture and the Notes Documents.
(g) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer of the Issuers.
(h) In no event shall the Trustee or the Collateral Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee or the Collateral Agent, as applicable, has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, the Collateral Agent and each agent, custodian and other Person employed to act hereunder.
(j) The Trustee may request that the Issuers 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.
(k) The permissive rights of the Trustee and the Collateral Agent to do things enumerated in this Indenture and the Notes Documents shall not be construed as duties hereunder.
(l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(m) Neither the Trustee nor the Collateral Agent shall be under any obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee or the Collateral Agent, as applicable, security and/or indemnity satisfactory to the Trustee or the Collateral Agent, as applicable, in its sole discretion, against the costs, expenses and liabilities which might be Incurred by it in compliance with such request or direction.
(n) Neither the Trustee nor the Collateral Agent shall be liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics or pandemics; riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(o) Neither the Trustee nor the Collateral Agent shall have any duty to monitor or investigate the Issuers’ compliance with or breach of any representation, warranty, covenant or duty made in this Indenture. Delivery of reports, information and documents under Section 4.03 of this Indenture is for informational purposes only and the Trustee’s and the Collateral Agent’s receipt of such shall not constitute actual or constructive notice of any of the information therein including the Issuers’ compliance with any of its covenants hereunder (as to which the Trustee and the Collateral Agent are entitled to rely conclusively on Officer’s Certificates provided to them by the Company).
(p) Neither the Trustee nor the Collateral Agent shall be deemed to have knowledge notice of any Default or Event of Default, except an Event of Default except any under Section 6.01(1) or 6.01(2), unless a Responsible Officer of the Trustee or Collateral Agent, as applicable, has received written notice of such Default or Event of Default of which a Trust Officer shall have (x) received written notification from the Issuer or a Holder at the Corporate Trust Office of the Trustee and such notice references or the Notes and this Indenture or (y) obtained “actual knowledgeCollateral Agent, as applicable.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
Appears in 1 contract
Rights of Trustee and Collateral Agent. (a) The Trustee, the Collateral Agent and the Agents Trustee may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or Persons. The Trustee, the Collateral Agent and the Agents Trustee need not investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Officers’ Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof. Neither the The Trustee nor the Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Officers’ Certificate or Opinion of Counsel.
(c) Each of the The Trustee and the Collateral Agent may act through its attorneys, custodians, nominees attorneys and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees agent or attorney appointed with due care.
(d) Neither the The Trustee nor the Collateral Agent shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct conduct, respectively, does not constitute willful misconduct or gross negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final and non-appealable decision of a court of competent jurisdiction.
(e) Each of the The Trustee and the Collateral Agent may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Subsidiary Guarantees, the Security Collateral Documents and or the Intercreditor Agreements Agreement shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or under the Notes, the Subsidiary Guarantees, the Security Collateral Documents and or the Intercreditor Agreements Agreement in good faith and in accordance with the advice or opinion of such counsel.
(f) The Trustee, the Collateral Agent and the Agents Trustee shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture Indenture, any other Collateral Document or the Security DocumentsIntercreditor Agreement; moreover, the Trustee, the Collateral Agent and the Agents Trustee shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, in any other Collateral Document or the Intercreditor Agreement, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, any other Collateral Document, the Security Documents Intercreditor Agreement or any other agreement, instrument or document document, (iii) the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (iv) the value or the sufficiency of any Collateral, (v) the satisfaction of any condition set forth in any Collateral Document, other than to confirm receipt of items expressly required to be delivered to it or (iiivi) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or other evidence of indebtedness or other paper or document, but the Trustee, the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, the Collateral Agent or an Agent, as applicable, Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the IssuerCompany, personally or by agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. The Trustee shall have no liability with respect to any action or inaction taken by or with respect to any Sub-Collateral Agent (as defined in the Security Agreement).
(g) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except any Default or Event of Default of which a Trust Officer shall have (x) received written notification from the Issuer Company or a Holder Holders at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture or (y) obtained “actual knowledge.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
Appears in 1 contract
Rights of Trustee and Collateral Agent. (a) The Trustee, Trustee and the Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or PersonsPerson. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Officers’ Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof. Neither the Trustee nor the Collateral Agent shall will be liable for any action it takes or omits to take in good faith in reliance on an Officer’s such Officers’ Certificate or Opinion of Counsel. The Trustee or the Collateral Agent may consult with counsel and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees attorneys and agents and shall will not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees or attorney agent appointed with due care.
(d) Neither the Trustee nor the Collateral Agent shall will be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers; provided, however, that the Trustee’s powers conferred upon it by this Indenture or the any Collateral Agent’s conduct does not constitute willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdictionAgreement.
(e) Each Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(f) Neither the Trustee nor the Collateral Agent will be under any obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee and the Collateral Agent may consult with counsel of its selectionindemnity or security satisfactory to the Trustee against the losses, liabilities and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements shall expenses that might be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered incurred by it hereunder in compliance with such request or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counsel.
(f) The Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture or the Security Documents; moreover, the Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or other evidence of indebtedness or other paper or document, but the Trustee, the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, the Collateral Agent or an Agent, as applicable, 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 agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(g) The Neither the Trustee nor the Collateral Agent shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default except any Default or Event of Default of which unless a Trust Responsible Officer shall have (x) received written notification from the Issuer or a Holder at the Corporate Trust Office of the Trustee or the Collateral Agent shall have actual knowledge thereof or the Trustee or the Collateral Agent shall have received from the Company, any Subsidiary Guarantor or any other obligor upon the Notes or from any Holder written notice thereof at its address set forth in Section 11.02 hereof, and such notice references the Notes and this Indenture.
(h) Neither the Trustee nor the Collateral Agent shall have any obligation to ascertain, inquire or notify the Holders, the Company, the Subsidiary Guarantors or any other party of the occurrence of the Springing Lien Trigger Date; furthermore, neither the Trustee nor the Collateral Agent shall have any duty or obligation to ascertain or inquire as to the Company’s or the Subsidiary Guarantors’ actions taken or omitted with respect to the covenant in Section 4.20 or any Springing Lien Collateral.
(i) The rights, privileges, protections, immunities and benefits given to the Trustee or the Collateral Agent, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee or the Collateral Agent in each of its capacities hereunder, including as Escrow Agent under the Escrow Agreement, and each agent, custodian and other Person employed to act hereunder.
(j) The Trustee or the Collateral Agent may from time to time request that the Company deliver an Officers’ 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 Collateral Agreement, which Officers’ Certificate may be signed by any persons authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.
(yk) obtained “actual knowledgeThe permissive right of the Trustee or the Collateral Agent to take any action under this Indenture or any Collateral Agreement shall not be construed as a duty to so act.” “Actual knowledge”
(l) In the event the Trustee or the Collateral Agent receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing less than a majority in aggregate principal amount of the Notes then outstanding, the Trustee or the Collateral Agent, in its sole discretion, may determine what action, if any, shall mean be taken.
(m) In no event shall the actual fact Trustee or statement the Collateral Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of knowing by a Trust Officer any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee or the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
(n) Neither the Trustee nor the Collateral Agent shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(o) In no event shall the Trustee or the Collateral Agent 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 independent investigation limitation, strikes, work stoppages, accidents, acts of war or 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 Trustee or the Collateral Agent, as applicable, shall use reasonable efforts which are consistent with respect theretoaccepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
Appears in 1 contract
Rights of Trustee and Collateral Agent. (a) The Trustee, Each of the Trustee and the Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or Persons. The Trustee, Neither the Trustee nor the Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting it may require an Officer’s Certificate or (except in connection with (x) the issuance of the Initial Notes on the Issue Date and (y) with respect to an Opinion of Counsel or bothto the extent not otherwise specifically required by the terms of this Indenture, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing the release of a Guarantor pursuant to Section 10.2(b) hereof), the entry into the Security Documents and the release of Liens on the Collateral pursuant to Section 11.3), it may require an Officer’s Certificate or an Opinion of Counsel. Neither the Trustee nor the Collateral Agent shall 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.
(c) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees or attorney appointed with due care.
(d) Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence and the Collateral Agent’s conduct does not constitute willful misconduct or negligence (orgross negligence, in the case of the Collateral Agenteach case, gross negligence) as determined in by a final non-appealable decision order of a court of competent jurisdiction.
(e) Each of the Trustee and the Collateral Agent may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements Agreement shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements Agreement in good faith and in accordance with the advice or opinion of such counsel.
(f) The Trustee, Neither the Trustee nor the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture Indenture, the Security Documents or the Security DocumentsIntercreditor Agreement; moreover, neither the Trustee, Trustee nor the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents Documents, the Intercreditor Agreement or any other agreement, instrument or document document, or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or other evidence of indebtedness or other paper or document, but the Trustee, Trustee or the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, Trustee or the Collateral Agent or an Agent, as applicable, 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 agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(g) The Neither the Trustee nor the Collateral Agent shall not be deemed to have knowledge of any Default or Event of Default except any Default or Event of Default of which a Trust Officer shall have (x) received written notification from the Issuer or a Holder at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture or (y) obtained “actual knowledge.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
Appears in 1 contract
Rights of Trustee and Collateral Agent. (a) The Trustee, the Trustee and Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon any document, resolution, certificate, statement, instrumentopinion, opinionreport, notice, request, direction, consent, order, judgment, bond judgment or any other paper or document instrument believed by it to be genuine and to have been signed or presented by the proper Person or PersonsPerson. The Trustee, Neither the Trustee nor Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Officers’ Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof. Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith in reliance on an Officer’s such Officers’ Certificate or Opinion of Counsel. Each of the Trustee and the Collateral Agent may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. The Trustee and the Collateral Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of, or information obtained from, any accountant, appraiser or other expert or adviser, whether retained or employed by the Company or by the Trustee or by the Collateral Agent, in relation to any matter arising in the administration of the trusts hereof.
(c) The Trustee and the Collateral Agent may employ or retain such counsel, accountants, appraisers or other experts or advisers as they may reasonably require for the purpose of determining and discharging its rights and duties hereunder and shall not be responsible for any misconduct on the part of any of them. Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees attorneys and agents and shall not be responsible for the misconduct acts or negligence of or for the supervision omissions of any agent, custodians, nominees agent or attorney appointed with due care, and neither the Trustee nor the Collateral Agent shall be responsible for the supervision of officers and employees of such agents or attorneys or the application of any money by any Agent.
(d) Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct does not constitute willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdictionpowers conferred upon it by this Indenture.
(e) Each Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(f) The rights, privileges, protections, immunities and benefits given to the Trustee, including, its right to be compensated, reimbursed, and indemnified, and its right to resign, are extended to, and shall be enforceable by, the Collateral Agent and the Trustee in each of its capacities hereunder or in any Indenture Document, including, but not limited to, its capacities as Note Custodian, Paying Agent and Registrar, and to each the agent, custodian and other Person employed to act hereunder or in any Indenture Document.
(g) Notwithstanding any provision in this Indenture or the other Indenture Documents to the contrary, in no event shall the Trustee or the Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder or thereunder arising out of or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, epidemics, pandemics, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility; it being understood that the Trustee and the Collateral Agent may consult shall use reasonable efforts which are consistent with counsel of its selection, and accepted practices in the advice or opinion of counsel with respect banking industry to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or resume performance as soon as practicable under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counselcircumstances.
(fh) The Trustee, Neither the Trustee nor the Collateral Agent and shall be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Agents shall not be bound to make any investigation into any statement, warranty or representation, Trustee or the facts Collateral Agent, as applicable, with responsibility over matters concerning the Notes and this Indenture has actual knowledge thereof or matters unless written notice of any event which is in fact such a Default or Event of Default is received by the Trustee or the Collateral Agent, as applicable, at its respective Corporate Trust Office, and such notice references the Notes and this Indenture and states that it is a “notice of default.”
(i) Neither the Trustee nor the Collateral Agent need investigate any fact or matter stated in any document, resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture or the Security Documents; moreover, the Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note judgment or other evidence of indebtedness or other paper or documentinstrument delivered to it, but the Trustee, Trustee and the Collateral Agent or an Agent, if applicable, in its discretiontheir discretion or if directed to do so, may make such further inquiry or investigation into such facts or matters as it may see fitmatters, and, if the Trustee, Trustee or the Collateral Agent or an Agent, as applicable, shall determine in good faith or if directed to do so to make such further inquiry or investigation, it shall be entitled upon reasonable notice during normal business hours to examine the books, records and premises of the IssuerCompany and the Guarantors, personally or by agent or attorney at the sole cost of the Issuer and the Guarantors and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(gj) In no event shall the Trustee or the Collateral Agent be responsible or liable for special, indirect, exemplary, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee or the Collateral Agent, as applicable, has been advised of the likelihood of such loss or damage and regardless of the form of action.
(k) The Trustee shall not be deemed or the Collateral Agent may, from time to have knowledge of any Default or Event of Default except any Default or Event of Default of which a Trust Officer shall have (x) received written notification from time, request that the Issuer and the Guarantors deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to the Indenture Documents, which Officers’ Certificate may be signed by any Person authorized to sign an Officers’ Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.
(l) No permissive or discretionary power or authority available to the Trustee or the Collateral Agent shall be construed to be a Holder at the Corporate Trust Office duty of the Trustee and such notice references or the Notes and Collateral Agent, respectively.
(m) Notwithstanding any provision in this Indenture to the contrary, in no event shall the Trustee or the Collateral Agent be liable for any failure or delay in the performance of its obligations under this Indenture because of circumstances beyond its control, including acts of God, flood, war (y) obtained “actual knowledgewhether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, and other causes beyond its control whether or not of the same class or kind as specifically named above; provided, however, that the Trustee and the Collateral Agent shall use reasonable efforts which are consistent with accepted practices to resume performance as soon as practicable under the circumstances.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
Appears in 1 contract
Samples: Indenture (Stonemor Inc.)
Rights of Trustee and Collateral Agent. (a) The Trustee, Each of the Trustee and the Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or PersonsPerson. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof. Neither the Trustee nor the Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s Certificate or Opinion of Counsel. Each of the Trustee and the Collateral Agent may consult with counsel of its own selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees attorneys and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees or attorney agent appointed with due care.
(d) Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith (in the case of the Trustee) which it believes to be authorized or within its rights or powerspowers conferred upon it by this Indenture; provided, however, that the neither the Trustee’s or nor the Collateral Agent’s conduct does do not constitute willful misconduct misconduct, bad faith or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdiction.
(e) Each Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer.
(f) The Trustee and the Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee or the Collateral Agent security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(g) Except with respect to Section 4.01, neither the Trustee nor the Collateral Agent shall have a duty to inquire as to the performance of the Issuer with respect to the covenants contained in Article 4. In addition, neither the Trustee nor the Collateral Agent shall be deemed to have knowledge of an Event of Default except (i) any Default or Event of Default occurring pursuant to Sections 4.01, 6.01(1) or 6.01(2) or (ii) any Default or Event of Default of which the Trustee shall have received written notification or obtained actual knowledge.
(h) The rights, privileges, protections, immunities and benefits given to the Trustee and the Collateral Agent, including, without limitation, their right to be indemnified, are extended to, and shall be enforceable by, the Trustee and the Collateral Agent may consult with counsel in each of its selection, their capacities hereunder.
(i) The Trustee and the advice or opinion Collateral Agent may request that the Issuer deliver an Officer’s Certificate setting forth the names of counsel with respect individuals and/or titles of officers authorized at such time to legal matters relating take specified actions pursuant to this Indenture, the Noteswhich Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, the Guarantees, the Security Documents including any person specified as so authorized in any such certificate previously delivered and the Intercreditor Agreements shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counselnot superseded.
(fj) The Trustee, Neither the Trustee nor the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificatecertificate (including any Officer’s Certificate), statement, instrument, opinionopinion (including any Opinion of Counsel), notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture or the Security Documents; moreover, the Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or other evidence of indebtedness or other paper or document.
(k) Neither the Trustee nor the Collateral Agent shall be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The permissive rights of the Trustee and the Collateral Agent to do things enumerated in this Indenture shall not be construed as duties.
(m) The Collateral Agent shall have no duty to act, consent or request any action of the Grantors or any other Person in connection with this Indenture, any other Security Document or the Intercreditor Agreement unless the Collateral Agent shall have received written direction from the Trustee, acting on behalf of the applicable Holders.
(n) The Trustee and the Holders each hereby designate and appoint U.S. Bank National Association to act as the Collateral Agent under this Indenture, any other Security Document to which it is a party and the Intercreditor Agreement, and hereby authorize the Collateral Agent to take such actions on its behalf under the provisions of this Indenture, any other Security Document and the Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, any other Security Document and the Intercreditor Agreement.
(o) The Trustee and the Collateral Agent shall each be authorized to, but shall not be responsible for, filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting any security interest in the Collateral. It is expressly agreed, to the maximum extent permitted by applicable law, that the Collateral Agent shall have no responsibility for (i) monitoring the perfection, continuation of perfection or the sufficiency or validity of any security interest in or related to the Collateral, (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral or (iii) taking any action to protect against any diminution in value of the Collateral.
(p) The Collateral Agent shall be fully justified in failing or refusing to take any action under this Indenture, any other Security Document and the Intercreditor Agreement (i) if such action would, in the reasonable opinion of the Collateral Agent, in good faith (which may be based on the advice or opinion of counsel), be contrary to applicable law, this Indenture, any other Security Document or the Intercreditor Agreement, (ii) if such action is not provided for in this Indenture, any other Security Document and the Intercreditor Agreement, (iii) if, in connection with the taking of any such action hereunder, under any other Security Document or the Intercreditor Agreement that would constitute an exercise of remedies, it shall not first be indemnified to its satisfaction by the Trustee and/or Holders against any and all risk of nonpayment, liability and expense that may be incurred by it, its agents or its counsel by reason of taking or continuing to take any such action, or (iv) if the Collateral Agent would be required to make payments on behalf of the Issuer, Holders or the Grantors, in any case pursuant to its obligations as Collateral Agent hereunder, it does not first receive from the Trustee, the Holders, the Issuer or the Grantors sufficient funds for such payment.
(q) The Collateral Agent shall not be required to take any action under this Indenture, any other Security Document or an Agentthe Intercreditor Agreement or otherwise if taking such action (i) would subject the Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax, or (ii) would require the Collateral Agent to qualify to do business in its discretionany jurisdiction where it is not then so qualified; provided however, may make that in any such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trusteeevent, the Collateral Agent shall provide the Issuer with prior written notice of such event and shall confer in good faith with the Issuer in order to find a reasonable solution, including, without limitation, hiring a sub-agent to perform such action.
(r) Each Holder, by its acceptance of a Note hereunder, represents to each of the Trustee and the Collateral Agent that it has, independently and without reliance upon the Trustee or an Agentthe Collateral Agent or any other Person, and based on such documents and information as applicableit has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Issuer and the Guarantors. Each Holder also represents that each will, independently and without reliance upon the Trustee or the Collateral Agent or any other Person, and based on such documents and information as it shall determine deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Indenture, and to make such further inquiry investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Issuer and the Guarantors. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Trustee or investigationthe Collateral Agent hereunder, it neither the Trustee nor the Collateral Agent shall have any duty or responsibility to provide any Holder with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Issuer and Guarantors which may come into the possession of the Trustee or the Collateral Agent or any of their officers, directors, employees, agents or attorneys-in-fact.
(s) Neither the Collateral Agent nor its respective officers, directors, employees or agents shall be entitled liable for failure to examine demand, collect or realize upon any of the books, records and premises Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Issuer, personally the Holders or by agent any other Person or attorney to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s, the Trustee’s and the Holders’ interests in the Collateral and shall incur no liability or additional liability not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of any kind by reason the exercise of such inquiry powers, and neither it nor any of its officers, directors, employees or investigation.
(g) The Trustee agents shall not be deemed responsible to have knowledge of any Default or Event of Default except any Default or Event of Default of which a Trust Officer shall have (x) received written notification from the Issuer or a Holder at Issuer, the Corporate Trust Office of Guarantors, the Trustee and such notice references or the Notes and this Indenture Holders for any act or (y) obtained “actual knowledgefailure to act hereunder, except for their own gross negligence or willful misconduct.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
Appears in 1 contract
Samples: Indenture (Symbion Inc/Tn)
Rights of Trustee and Collateral Agent. (a) The Trustee, the Trustee and Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or Persons. The Trustee, the Collateral Agent and the Agents need not investigate any fact or matter stated in the document. The Trustee and Collateral Agent, if applicable, shall receive and retain financial reports of the Issuer as provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations of the Issuer.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof. Neither the Trustee nor the Collateral Agent shall will be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s Certificate or Opinion of Counsel. The Trustee and Collateral Agent may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) Each of the The Trustee and the Collateral Agent may act through its attorneys, custodians, nominees attorneys and agents and shall will not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees or attorney agent appointed with due care.
(d) Neither the Trustee nor the Collateral Agent shall will be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers; providedpowers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, howeverany demand, that request, direction or notice from the Trustee’s Issuer will be sufficient if signed by an Officer of the Issuer.
(f) Neither the Trustee nor the Collateral Agent will be under any obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered and, if requested, provided to the Trustee or the Collateral Agent indemnity or security satisfactory to the Trustee or the Collateral Agent’s conduct does not constitute willful misconduct , as applicable, against the losses, liabilities and expenses that might be incurred by it in compliance with such request or negligence direction.
(org) The rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture, including, without limitation, its right to be indemnified, are also given to and shall be enforceable by (i) the Trustee in each of its capacities hereunder, (ii) to each agent of the Trustee, (iii) to the Collateral Agent and each other Agent, (iv) Notes Custodian, and (v) each other Person, employed to act hereunder. Therefore, for the avoidance of doubt in any interpretation of a relevant section of this Indenture that relates to the rights, privileges, protections, immunities and benefits given to the Trustee, such section shall be construed as including each agent, custodian and each other Person employed to act hereunder.
(h) Neither the Trustee nor the Collateral Agent shall be deemed to have knowledge of any fact or matter unless such fact or matter is actually known to a Responsible Officer.
(i) Neither the Trustee nor the Collateral Agent shall be deemed to have notice or be charged with knowledge of any Default or Event of Default unless the Trustee or Collateral Agent, as the case may be, shall have received from the Issuer or any other obligor upon the Notes or from any Holder written notice at its respective Corporate Trust Office, and such notice references the Notes and this Indenture and states that it is a “notice of default”. In the absence of such notice, the Trustee and Collateral Agent may conclusively assume that no Default or Event of Default exists.
(j) Whenever in the administration of this Indenture, the Notes or the other Notes Documents, the Trustee or Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder or thereunder, the Trustee or Collateral Agent, as the case may be, (unless other evidence be herein specifically prescribed) may, in the case absence of the Collateral Agent, gross negligence) negligence or willful misconduct on its part as determined in by a final non-appealable decision order of a court of competent jurisdiction, conclusively rely upon an Officer’s Certificate.
(ek) Each of Neither the Trustee and nor the Collateral Agent may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counsel.
(f) The Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture or the Security Documents; moreover, the Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or other evidence of indebtedness coupon or other paper or document, but the TrusteeTrustee or Collateral Agent, as the Collateral Agent or an Agentcase may be, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, the Trustee or Collateral Agent or an Agent, as applicablethe case may be, shall determine to make such further inquiry or investigation, it shall be entitled to examine examine, during business hours and upon reasonable notice, the books, records and premises of Holdings and the IssuerRestricted Subsidiaries, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(gl) The Trustee shall not be deemed required to have knowledge give any bond or surety in respect of the performance of its powers and duties hereunder.
(m) The Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, the Notes or the other Notes Documents.
(n) In no event shall the Trustee or Collateral Agent be liable to any Person for special, punitive, indirect, consequential or incidental loss or damage of any Default kind whatsoever (including, but not limited to, lost profits), even if the Trustee or Event Collateral Agent, as applicable, has been advised of Default except any Default the likelihood of such loss or Event of Default of which a Trust Officer shall have damage.
(xo) received written notification from the Issuer or a Holder at the Corporate Trust Office The permissive rights of the Trustee and such notice references Collateral Agent to do things enumerated in this Indenture and the Notes and this Indenture or (y) obtained “actual knowledgeDocuments shall not be construed as a duty unless so specified herein.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
Appears in 1 contract
Samples: Indenture (Tronox Holdings PLC)
Rights of Trustee and Collateral Agent. Subject to Section 7.01 hereof:
(a1) The Trustee, Trustee and the Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document reasonably believed by it such Person to be genuine and to have been signed or presented by the proper Person or Personsperson. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b2) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Officers' Certificate or an Opinion of Counsel Counsel, or both, except that (x) no Officer’s Certificate or Opinion which shall conform to the provisions of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) 13.05 hereof. Neither the The Trustee nor and the Collateral Agent shall be protected and shall not be liable for any action it such Person takes or omits to take in good faith in reliance on an Officer’s Certificate such certificate or Opinion of Counselopinion.
(c3) Each of the The Trustee and the Collateral Agent may act through its attorneys, custodians, nominees and agents and neither shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees or attorney agent appointed by it with due care.
(d4) Neither the The Trustee nor and the Collateral Agent shall not be liable for any action it such Person takes or omits to take in good faith which it reasonably believes to be authorized or within its such Person's rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct does not constitute willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdiction.
(e5) Each of the The Trustee and the Collateral Agent may consult with counsel of its such Person's selection, and the advice or opinion of such counsel with respect as to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements of law shall be full and complete authorization and protection from liability in respect to of any action taken, omitted or suffered by it such Person hereunder or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counsel.
(f6) The Trustee, Trustee and the Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in such Person by this Indenture or the Security Documents at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to such Person security or indemnity satisfactory to such Person against the costs, expenses and liabilities which might be incurred by such Person in compliance with such request or direction.
(7) The Trustee and the Agents Collateral Agent shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture or the Security Documents; moreover, the Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, appraisal, request, direction, consent, order, judgment, bond, debenture, note or note, other evidence of indebtedness or other paper or document, but the Trustee, the Collateral Agent or an Agentsuch Person, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, the Collateral Agent or an Agent, as applicable, such Person shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the IssuerCompany, personally or by agent or attorney at the sole cost of the Company, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(g) 8) The Trustee and the Collateral Agent shall not be deemed to have knowledge notice of any Default or Event of Default except unless a Responsible Officer of such Person has actual knowledge thereof or unless written notice of any Default or Event of Default of event which is in fact such a Trust Officer shall have (x) default is received written notification from the Issuer or a Holder at the Corporate Trust Office of by the Trustee at its address provided in Section 12.02, and such notice references the Notes Notes, the Security Documents and this Indenture.
(9) The rights, privileges, protections, immunities and benefits given to the Trustee and the Collateral Agent, including, without limitation, such Person's right to be indemnified, are extended to, and shall be enforceable by, such Person in each of its capacities hereunder and under the Security Documents, as applicable, and each agent, custodian and other Person employed to act hereunder.
(10) The Trustee and the Collateral Agent may request that the Company deliver an Officers' 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 (y) obtained “actual knowledgeand the Security Documents, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
Appears in 1 contract
Rights of Trustee and Collateral Agent. (a) The TrusteeIn the absence of negligence, willful misconduct or bad faith on its part, each of the Trustee and the Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or Persons. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Officers’ Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof. Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Officers’ Certificate or Opinion of Counsel.
(c) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees attorneys and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees agent or attorney appointed with due care.
(d) Neither Each of the Trustee nor and the Collateral Agent shall not be liable for any action it takes or omits to take in good faith (in the case of the Trustee) which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct conduct, respectively, does not constitute bad faith, willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdiction.
(e) Each of the Trustee and the Collateral Agent may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents Collateral Documents, the Xxx Xxxx Passu Intercreditor Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreements Agreement shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or under the Notes, the Subsidiary Guarantees, the Security Documents and Collateral Documents, the Xxx Xxxx Passu Intercreditor Agreements Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement or the Pulitzer Pari Intercreditor Agreement in good faith and in accordance with the advice or opinion of such counsel.
(f) The Trustee, Trustee and the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture Indenture, any other Collateral Document, the Xxx Xxxx Passu Intercreditor Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement or the Security DocumentsPulitzer Pari Intercreditor Agreement; moreover, the Trustee, Trustee and the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, in any Collateral Document, the Xxx Xxxx Passu Intercreditor Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement or the Pulitzer Pari Intercreditor Agreement, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, any Collateral Document, the Security Documents Xxx Xxxx Passu Intercreditor Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement or the Pulitzer Pari Intercreditor Agreement, (iii) the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (iv) the value or the sufficiency of any Xxx Legacy Collateral or Pulitzer Collateral, (v) the satisfaction of any condition set forth in any Collateral Document, other agreement, instrument than to confirm receipt of items expressly required to be delivered to the Trustee or document the Collateral Agent or (iiivi) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or other evidence of indebtedness Indebtedness or other paper or document, but each of the Trustee, Trustee and the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, Trustee or the Collateral Agent or an Agent, as applicable, shall determine to make such further inquiry or investigation, it shall be entitled to examine make such reasonable examination, at such times as the Company shall reasonably agree, of the books, records and premises of the IssuerCompany, personally or by agent or attorney and shall incur Incur no liability or additional liability of any kind by reason of such inquiry or investigation. The Trustee and the Collateral Agent shall have no liability with respect to any action or inaction taken by or with respect to any sub-collateral agent.
(g) The Trustee and the Collateral Agent shall not be deemed to have knowledge of any Default or Event of Default except any Default or Event of Default of which a Trust Officer or Collateral Agent Officer, as applicable, shall have (x) received written notification from the Issuer or a Holder at the Corporate Trust Office of the Trustee or the Corporate Office ot the Collateral Agent, as applicable, and such notice references the Notes and this Indenture or (y) obtained “actual knowledge.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer or Collateral Agent Officer, as applicable, without independent investigation with respect thereto.
Appears in 1 contract
Samples: Indenture (Lee Enterprises, Inc)
Rights of Trustee and Collateral Agent. (a) The Trustee, Each of the Trustee and the Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or Persons. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Officers’ Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereofCounsel. Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Officers’ Certificate or Opinion of Counsel.
(c) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees attorneys and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees agent or attorney appointed with due care.
(d) Neither Each of the Trustee nor and the Collateral Agent shall not be liable for any action it takes or omits to take in good faith (in the case of the Trustee) which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct conduct, respectively, does not constitute willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdiction.
(e) Each of the Trustee and the Collateral Agent may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Collateral Documents and the Intercreditor Agreements Agreement shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or under the Notes, the Guarantees, the Security Documents Collateral Documents, the First Lien Intercreditor Agreement and the Intercreditor Agreements Agreement in good faith and in accordance with the advice or opinion of such counsel.
(f) The Trustee, Trustee and the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture Indenture, any other Collateral Document or the Security DocumentsIntercreditor Agreement; moreover, the Trustee, Trustee and the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, in any other Collateral Document, the First Lien Intercreditor Agreement or the Intercreditor Agreement, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, any other Collateral Document, the Security Documents First Lien Intercreditor Agreement, the Intercreditor Agreement or any other agreement, instrument or document document, (iii) the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (iv) the value or the sufficiency of any Collateral, (v) the satisfaction of any condition set forth in any Collateral Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent or (iiivi) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or other evidence of indebtedness or other paper or document, but each of the Trustee, Trustee and the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, Trustee or the Collateral Agent or an Agent, as applicable, shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the IssuerCompany, personally or by agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. The Trustee and the Collateral Agent shall have no liability with respect to any action or inaction taken by or with respect to any Sub-Collateral Agent (as defined in the Security Agreement).
(g) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except any Default or Event of Default of which a Trust Officer shall have (x) received written notification from the Issuer or a Holder at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture or (y) obtained “actual knowledge.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
Appears in 1 contract
Samples: Indenture (Reddy Ice Holdings Inc)
Rights of Trustee and Collateral Agent. (a) The Trustee, Each of the Trustee and the Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or Persons. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Officers’ Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereofCounsel. Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Officers’ Certificate or Opinion of Counsel.
(c) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees attorneys and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees agent or attorney appointed with due care.
(d) Neither Each of the Trustee nor and the Collateral Agent shall not be liable for any action it takes or omits to take in good faith (in the case of the Trustee) which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct conduct, respectively, does not constitute willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdiction.
(e) Each of the Trustee and the Collateral Agent may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Subsidiary Guarantees, the Security Collateral Documents and or the Intercreditor Agreements Agreement shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or under the Notes, the Subsidiary Guarantees, the Security Collateral Documents and or the Intercreditor Agreements Agreement in good faith and in accordance with the advice or opinion of such counsel.
(f) The Trustee, Trustee and the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture Indenture, any other Collateral Document or the Security DocumentsIntercreditor Agreement; moreover, the Trustee, Trustee and the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, in any other Collateral Document or the Intercreditor Agreement, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, any other Collateral Document, the Security Documents Intercreditor Agreement or any other agreement, instrument or document document, (iii) the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (iv) the value or the sufficiency of any Collateral, (v) the satisfaction of any condition set forth in any Collateral Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent or (iiivi) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or other evidence of indebtedness or other paper or document, but each of the Trustee, Trustee and the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, Trustee or the Collateral Agent or an Agent, as applicable, shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the IssuerCompany, personally or by agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. The Trustee and the Collateral Agent shall have no liability with respect to any action or inaction taken by or with respect to any Sub-Collateral Agent (as defined in the Security Agreement).
(g) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except any Default or Event of Default of which a Trust Officer shall have (x) received written notification from the Issuer or a Holder at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture or (y) obtained “actual knowledge.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
Appears in 1 contract
Samples: Indenture (McClatchy Co)
Rights of Trustee and Collateral Agent. (a1) The Trustee, Trustee and the Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or PersonsPerson. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b2) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required to be furnished to the Trustee or the Collateral Agent in connection with the original issuance authentication and delivery of the Initial Notes on the date hereof Issue Date and (y) no Opinion of Counsel will be required to be furnished to the Trustee or the Collateral Agent in connection with the execution of any amendment or indenture supplement adding in the form of Exhibit C to add a new Guarantor under this Indenture or releasing evidencing the release of a Guarantor pursuant to Section 10.2(b) hereof12.02 herein. Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith in reliance on an the Officer’s Certificate or Opinion of Counsel.
(c3) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees or attorney agent appointed with due care.
(d4) Neither the Trustee nor the Collateral Agent shall be responsible or liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powerspowers conferred upon it by this Indenture; provided, however, that the Trustee’s or the Collateral Agent’s conduct does not constitute willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdiction).
(e5) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if signed by an Officer of the Issuer.
(6) Each of the Trustee and the Collateral Agent may consult with counsel of its selection, own selection and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements shall be full and complete authorization and protection from liability in respect to of any action taken, omitted or suffered by it hereunder or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counsel.
(f7) The Trustee, Trustee and the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture or the Security Documents; moreover, the Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, approval, bond, debenture, note or other evidence of indebtedness or other paper or documentdocument unless requested in writing to do so by the holders of not less than a majority in principal amount of the Notes at the time outstanding, but each of the Trustee, Trustee and the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, Trustee or the Collateral Agent or an Agent, as applicable, 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 agent or attorney attorney, at the expense of the Issuer and shall incur Incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(g8) Neither the Trustee nor the Collateral Agent shall be under any obligation to exercise any of the rights or powers vested in it by this Indenture, the Intercreditor Agreements or the Security Documents at the request or direction of any of the holders pursuant to this Indenture, the Intercreditor Agreements or the Security Documents, unless such holders shall have offered, and if requested, provided to the Trustee or the Collateral Agent security or indemnity satisfactory to the Trustee or the Collateral Agent, as applicable, against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(9) The rights, privileges, protections, immunities and benefits given to the Trustee or the Collateral Agent, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee or the Collateral Agent in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.
(10) Neither the Trustee nor the Collateral Agent shall be responsible or liable for any action taken or omitted by it in good faith at the direction of the holders of not less than a majority in principal amount of the Notes as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the Collateral Agent or the exercising of any power conferred by this Indenture, the Intercreditor Agreements or the Security Documents.
(11) Any action taken, or omitted to be taken, by the Trustee or the Collateral Agent in good faith pursuant to this Indenture, the Intercreditor Agreements or the Security Documents upon the request or authority or consent of any person who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding upon future holders of Notes and upon Notes executed and delivered in exchange therefor or in place thereof.
(12) Neither the Trustee nor the Collateral Agent shall be deemed to have knowledge notice of any Default or Event of Default except any Default or Event of Default of which unless a Trust Officer shall have (x) of the Trustee or Collateral Agent, as applicable, has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received written notification from by the Issuer Trustee or a Holder Collateral Agent, as applicable, at the Corporate Trust Office of the Trustee Office, and such notice references the Notes and this Indenture.
(13) The Trustee or the Collateral Agent may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, the Intercreditor Agreements or the Security Documents, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.
(14) Neither the Trustee nor the Collateral Agent shall be responsible or liable for punitive, special, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee or the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of actions.
(15) Neither the Trustee nor the Collateral Agent shall be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture, the Intercreditor Agreements or the Security Documents.
(16) Neither the Trustee nor the Collateral Agent shall be responsible or liable for any failure or delay in the performance of its obligations under this Indenture, the Intercreditor Agreements or the Security Documents arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; pandemics; riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services or unavailability of Federal Reserve Bank wire or telex or other wire communication facilities; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(17) Any discretion, permissive right or privilege of the Trustee or the Collateral Agent to take the actions permitted by this Indenture or (y) obtained “actual knowledgeshall not be construed as an obligation to do so.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
Appears in 1 contract
Samples: Indenture (Advantage Solutions Inc.)
Rights of Trustee and Collateral Agent. (a) The Trustee, Trustee and the Collateral Agent and the Agents may conclusively rely on and shall be protected act in acting upon accordance with any document, resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document certificate and/or opinion believed by it to be genuine and to have been signed or presented by the proper Person Person, including as to the due execution, delivery, effectiveness and truth of the statements and the correctness of the opinions or Personsinformation expressed therein, and will be protected in so relying and acting, but may require evidence or supporting documentation in circumstances where it reasonably deems necessary. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the any document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant both conforming to Section 10.2(b) hereof13.03. Neither the The Trustee nor and the Collateral Agent shall not be liable for any action it takes or omits to take in good faith in conclusive reliance on an the Officer’s Certificate or Opinion of Counsel.
(c) Each of the The Trustee and the Collateral Agent may employ and act through its such attorneys, custodiansexperts, nominees advisors and other agents as it may reasonably deem necessary for the proper discharge of its duties hereunder, and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees or attorney agent appointed with due care. Subject to providing notice to the Company of any such costs and expenses prior to the incurrence thereof, the Trustee and the Collateral Agent shall be reimbursed by the Company for any reasonable and documented costs of any such attorneys, experts, advisors and other agents retained by it.
(d) Neither the The Trustee nor and the Collateral Agent shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its the rights or powerspowers conferred upon it by this Indenture or the Collateral Documents, as applicable; provided, however, that the Trustee’s or and the Collateral Agent’s conduct does not constitute bad faith, willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdiction.
(e) Each of the The Trustee and the Collateral Agent may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Documents Indenture and the Intercreditor Agreements Notes and the Collateral Documents, including any Opinion of Counsel (the cost of which will be borne by the Company), shall be full and complete authorization and protection from liability in respect to any action taken, suffered or omitted or suffered to be taken by it hereunder or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counsel, including any Opinion of Counsel.
(f) The Trustee, Trustee and the Collateral Agent and the Agents shall not be bound required to make give any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or surety in connection with this Indenture or the Security Documents; moreover, the Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into (i) respect of the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or other evidence of indebtedness or other paper or document, but the Trustee, the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, the Collateral Agent or an Agent, as applicable, shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records powers and premises of the Issuer, personally or by agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigationduties hereunder.
(g) The Trustee and the Collateral Agent shall not be bound to give notice to any Person of the execution hereof, nor to ascertain or inquire as to the performance or observance of any covenants, conditions, or agreements on the part of the Company, nor in any way to supervise or interfere with the conduct of the Company’s business, but the Trustee may require of the Company full information and advice as to the performance of the covenants, conditions and agreements contained herein and the Collateral Documents, as applicable.
(h) The permissive rights of the Trustee and the Collateral Agent to do things enumerated in this Indenture and the Collateral Agent shall not be construed as a duty and, with respect to such permissive rights, the Trustee and the Collateral Agent shall not be answerable for other than its negligence, bad faith or willful misconduct;
(i) Except for an Event of Default under Section 6.01(a)(1) or (2) hereof, the Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default except any Default or Event unless a Responsible Officer of Default of which a Trust Officer the Trustee shall have (x) received written notification from the Issuer Company or a Holder the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding written notice thereof at the Corporate Trust Office of the Trustee Trustee, and such notice references the such Notes and this Indenture. In the absence of any such notice, and except for a default under Section 6.01(a)(1) or (2) hereof, the Trustee may conclusively assume that no Default or Event of Default exists.
(j) Any request or direction of the Company or other Person mentioned herein shall be sufficiently evidenced by an Officer’s Certificate or certificate of an Officer of such other Person and any resolution of the Board of Directors of the Company or of such other Person may be sufficiently evidenced by a board resolution certified by the secretary or assistant secretary (or similar officer) of such Person.
(k) No provision of this Indenture or the Collateral Documents shall be deemed to impose any duty or obligation on the Trustee or the Collateral Agent to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of their duties or obligations under this Indenture, or to exercise any right or power thereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would violate applicable law binding upon them.
(yl) obtained “actual knowledgeThe Trustee may request that the Company deliver an Officer’s Certificate setting forth the name of the individuals and/or titles of officers authorized at such time to take specific actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such Officer’s Certificate previously delivered and not superseded.” “Actual knowledge”
(m) The Trustee and the Collateral Agent shall mean disburse monies according to this Indenture only to the actual fact extent monies have been deposited with it or statement of knowing received by a Trust Officer without independent investigation with respect theretoit.
Appears in 1 contract
Rights of Trustee and Collateral Agent. (a) The Trustee, Each of the Trustee and the Collateral Agent and the Agents may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond bond, debenture, note, other evidence of indebtedness or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or PersonsPerson. The Trustee, Neither the Trustee nor the Collateral Agent and the Agents need not needs investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof. Neither the Trustee nor the Collateral Agent shall will be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s Certificate or Opinion of Counsel. Each of the Trustee and the Collateral Agent may consult with counsel reasonably selected by it and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees attorneys and agents and shall will not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees or attorney agent appointed with due care.
(d) Neither Each of the Trustee nor and the Collateral Agent shall will not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers; providedpowers conferred upon it by this Indenture and the Security Documents.
(e) Unless otherwise specifically provided in this Indenture, howeverany demand, that request, direction or notice from the Trustee’s Issuer will be sufficient if signed by an Officer of the Issuer.
(f) Each of the Trustee and the Collateral Agent will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee or the Collateral Agent’s conduct does not constitute willful misconduct , as applicable, indemnity or negligence (or, in security satisfactory to the case of Trustee or the Collateral Agent, gross negligence) as determined applicable, against the losses, liabilities and expenses that might be incurred by it in a final non-appealable decision of a court of competent jurisdictioncompliance with such request or direction.
(eg) Each of the Trustee or the Collateral Agent may employ or retain accountants, appraisers or other experts or advisers as it may reasonably require for purposes of determining and discharging its rights and duties hereunder and shall not be responsible for any misconduct on the party of any of them.
(h) In no event shall the Trustee nor the Collateral Agent be responsible or liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee or the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) Neither the Trustee nor the Collateral Agent shall be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee or the Collateral Agent, as applicable, has actual knowledge thereof or unless written notice of such a Default or Event of Default is received by the Trustee or the Collateral Agent, as applicable, at the Corporate Trust Office of the Trustee or the Collateral Agent, as applicable, and such notice references the Notes and this Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee and the Collateral Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee and the Collateral Agent, as applicable, in each of its capacities hereunder and whenever acting in any capacity under the Security Documents and each agent, custodian and other Person employed to act hereunder or under any Security Document; provided that upon the occurrence and during the continuance of an Event of Default, only the Trustee shall be subject to the prudent person standard.
(k) Each of the Trustee and the Collateral Agent may consult with counsel request that the Issuer deliver a certificate setting forth the names of its selection, and the advice or opinion individuals and/or titles of counsel with respect officers authorized at such time to legal matters relating take specified actions pursuant to this IndentureIndenture (i.e., the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counselan incumbency certificate).
(fl) The Trustee, Neither the Trustee nor the Collateral Agent and the Agents shall not be bound required to make give any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or surety in connection with this Indenture or respect of the Security Documents; moreover, the Trustee, performance of its powers and duties hereunder.
(m) The Trustee and the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinherein or in any Security Document, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or document, (iii) the facts creation, perfection or matters stated priority of any Lien purported to be created by the Security Documents, (iv) the value or the sufficiency of any Collateral or (v) the satisfaction of any condition set forth in any resolutionSecurity Document, certificateother than to confirm receipt of items expressly required to be delivered to the Collateral Agent.
(n) Neither the Trustee nor the Collateral Agent shall have any obligation whatsoever to assure that the Collateral exists or is owned by any Issuer or Guarantor or is cared for, statementprotected, instrumentor insured or has been encumbered, opinionor that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Issuer’s property constituting collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any Security Document other than pursuant to the instructions of the Holders of a majority in aggregate principal amount of the Notes in accordance with this Indenture or as otherwise provided in the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing.
(o) Neither the Trustee nor the Collateral Agent shall be responsible or liable for any failure or delay in the performance of its obligations under this Indenture or the Security Documents arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; pandemics; riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility.
(p) Neither the Trustee nor the Collateral Agent shall be responsible or liable for the environmental condition or any contamination of any property secured by any mortgage or deed of trust or for any diminution in value of any such property as a result of any contamination of the property by any hazardous substance, hazardous material, pollutant or contaminant. Neither the Trustee nor the Collateral Agent shall be liable for any claims by or on behalf of the Holders or any other person or entity arising from contamination of the property by any hazardous substance, hazardous material, pollutant or contaminant, and shall have no duty or obligation to assess the environmental condition of any such property or with respect to compliance of any such property under state or federal laws pertaining to the transport, storage, treatment or disposal of, hazardous substances, hazardous materials, pollutants, or contaminants or regulations, permits or licenses issued under such laws.
(q) Neither the Trustee nor the Collateral Agent shall be under any obligation to effect or maintain insurance or to renew any policies of insurance or to inquire or make any determination as to the sufficiency of any policies of insurance carried by the Issuer or any Guarantor, or to report, noticeor make or file claims or proof of loss for, requestany loss or damage insured against or that may occur, directionor to keep itself informed or advised as to the payment of any taxes or assessments, consentor to require any such payment to be made.
(r) Neither the Trustee nor the Collateral Agent shall assume, orderbe responsible for or otherwise be obligated for any liabilities, judgmentclaims, bondcauses of actions, debenturesuits, note or other evidence of indebtedness or other paper or documentlosses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including, but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental laws as a result of this Indenture or the TrusteeSecurity Documents. The parties hereto acknowledge that in the exercise of its rights under this Indenture or the Security Documents, the Collateral Agent or an Agent, in its discretion, the Trustee may make such further inquiry hold or investigation into such facts or matters as it may see fit, and, if obtain indicia of ownership primarily to protect the Trustee, security interest of the Collateral Agent or the Trustee in the Collateral and that any such actions taken by the Collateral Agent or the shall not be construed or otherwise constitute any participation in in the management of such Collateral. Neither the Trustee nor the Collateral Agent shall be obligated to acquire possession of or take any action with respect to any property secured by a mortgage or deed of trust, if as a result of such action, the Trustee or the Collateral Agent would be considered to hold title to, to be a “mortgagee in possession of,” or to be an “owner” or “operator” of such property within the meaning of the Comprehensive Environmental Responsibility Cleanup and Liability Act of 1980 (“CERCLA”), as amended from time to time, or otherwise cause the Trustee or the Collateral Agent to incur liability under CERCLA or any other federal, state or local law and the Collateral Agent and the Trustee reserve the right, instead of taking such action, to either resign as Collateral Agent or Trustee or arrange for the transfer of title or control of the asset to a court-appointed receiver. Neither the Collateral Agent nor the Trustee shall be liable to the Issuer or any other Person for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Agent’s or the Trustee’s actions and conduct as authorized, empowered and directed hereunder or relating to the discharge, release or threatened release of hazardous materials into the environment. If at any time it is necessary or advisable for property to be possessed, owned, operated or managed by any Person (including Collateral Agent or the Trustee) other than the Issuer or the Guarantors, subject to the terms of the Security Documents, a majority in interest of Holders shall direct the Collateral Agent or the Trustee to appoint an appropriately qualified Person (excluding the Collateral Agent or the Trustee) who they shall designate to possess, own, operate or manage, as the case may be, the property. Notwithstanding the foregoing, before taking any such action, the Trustee or the Collateral Agent may require that a satisfactory indemnity bond or environmental impairment insurance be furnished to it for the payment or reimbursement of all expenses to which it may be put and to protect it against all liability resulting from any claims, judgments, damages, losses, fees, penalties or expenses which may result from such action.
(s) Neither the Trustee nor the Collateral Agent shall have any obligation to give, execute, deliver, file, record, authorize or obtain any financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to (i) create, preserve, perfect or validate the security interest granted to the Collateral Agent pursuant to the Security Documents or (ii) enable the Trustee or the Collateral Agent, as applicable, to exercise and enforce its rights under the this Indenture or the Security Documents with respect to such pledge and security interest. In addition, neither the Trustee nor the Collateral Agent shall determine to make such further inquiry have any responsibility or investigation, it shall be entitled to examine liability (i) in connection with the books, records and premises acts or omissions of the IssuerIssuer or any Guarantor in respect of the foregoing or (ii) for or with respect to the legality, personally or by agent or attorney validity and shall incur no liability or additional liability enforceability of any kind by reason security interest created in the Collateral or the perfection and priority of such inquiry or investigationsecurity interest.
(gt) Neither the Trustee nor any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance by the Issuer or the Holders with or with respect to any securities or tax laws (including, but not limited to, any United States federal or state or other securities or tax laws), or, except as specifically provided herein, obtain documentation on any transfers or exchanges of the Notes. Nothing in this provision shall be deemed to limit the Trustee’s or any Agent’s duty to comply with any obligations it may have pursuant to applicable law.
(u) The Trustee shall not be deemed liable for any act, omission, breach, misconduct or liability whatsoever of the Collateral Agent and the Collateral Agent shall not be liable for any act, omission, breach, misconduct or liability whatsoever of the Trustee.
(v) The provisions of this Section 7.02 shall survive satisfaction and discharge or the termination, for any reason, of this Indenture the resignation and/or removal of the Trustee or the Collateral Agent, as applicable, and with respect to have knowledge the Collateral Agent, the termination of any Default or Event of Default except any Default or Event of Default of which a Trust Officer shall have the Security Documents.
(xw) received written notification from the Issuer or a Holder at the Corporate Trust Office The permissive rights of the Trustee and such notice references the Notes and Collateral Agent under this Indenture and the Security Documents shall not be construed as duties.
(x) The Trustee and the Collateral Agent shall be permitted to use overnight carriers to transmit possessory collateral and should not be liable for any items lost or (y) obtained “actual knowledgedamaged in transit.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
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Rights of Trustee and Collateral Agent. (a) The Trustee, the Collateral Agent and the Agents Trustee may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or Persons. The Trustee, the Collateral Agent and the Agents Trustee need not investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Officers’ Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof. Neither the The Trustee nor the Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Officers’ Certificate or Opinion of Counsel.
(c) Each of the The Trustee and the Collateral Agent may act through its attorneys, custodians, nominees attorneys and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees agent or attorney appointed with due care.
(d) Neither the The Trustee nor the Collateral Agent shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct conduct, respectively, does not constitute willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final and non-appealable decision of a court of competent jurisdiction.
(e) Each of the The Trustee and the Collateral Agent may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Subsidiary Guarantees, the Security Collateral Documents and or the Intercreditor Agreements Agreement shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or under the Notes, the Subsidiary Guarantees, the Security Collateral Documents and or the Intercreditor Agreements Agreement in good faith and in accordance with the advice or opinion of such counsel.
(f) The Trustee, the Collateral Agent and the Agents Trustee shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture Indenture, any other Collateral Document or the Security DocumentsIntercreditor Agreement; moreover, the Trustee, the Collateral Agent and the Agents Trustee shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, in any other Collateral Document or the Intercreditor Agreement, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, any other Collateral Document, the Security Documents Intercreditor Agreement or any other agreement, instrument or document document, (iii) the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (iv) the value or the sufficiency of any Collateral, (v) the satisfaction of any condition set forth in any Collateral Document, other than to confirm receipt of items expressly required to be delivered to it or (iiivi) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or other evidence of indebtedness or other paper or document, but the Trustee, the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, the Collateral Agent or an Agent, as applicable, Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the IssuerCompany, personally or by agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. The Trustee shall have no liability with respect to any action or inaction taken by or with respect to any Sub-Collateral Agent (as defined in the Security Agreement).
(g) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except any Default or Event of Default of which a Trust Officer shall have (x) received written notification from the Issuer Company or a Holder Holders at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture or (y) obtained “actual knowledge.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
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Rights of Trustee and Collateral Agent. Subject to Section 7.01:
(a1) The Trustee, Trustee and the Collateral Agent and the Agents may conclusively rely and shall be protected on any document (whether in acting upon any resolutionits original, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond facsimile or any other paper or document electronic (including .pdf) form) reasonably believed by it to be genuine and to have been signed or presented by the proper Person or Personsperson. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b2) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require and shall be entitled to receive an Officer’s Certificate or an Opinion of Counsel Counsel, or both, except that (x) no Officer’s Certificate or Opinion which shall conform to the provisions of Counsel will be required in connection with the original issuance of Notes on the date hereof Section 12.05. The Trustee and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof. Neither the Trustee nor the Collateral Agent shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate such certificate or Opinion of Counselopinion.
(c3) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or for the supervision of any agent, custodians, nominees or attorney agent appointed by it with due care.
(d4) Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, provided that the Trustee’s or the Collateral Agent’s conduct does not constitute negligence or willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdictionmisconduct.
(e5) Each of the Trustee and the Collateral Agent may consult with counsel of its selection, and the advice or opinion of such counsel with respect as to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements of law shall be full and complete authorization and protection from liability in respect to of any action taken, omitted or suffered by it hereunder or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counsel.
(f6) The TrusteeNotwithstanding any of the other provisions of this Indenture, the rights, privileges, protections, immunities and benefits given to the Trustee and/or the Collateral Agent, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee and the Collateral Agent in each of its capacities hereunder (including but not limited to as Registrar, Paying Agent and Depository Custodian), and each agent, custodian and other person employed to act hereunder.
(7) The right of the Trustee or the Collateral Agent to perform any discretionary act enumerated in this Indenture or the Notes Security Documents shall not be construed as a duty, and the Agents Trustee and the Collateral Agent shall not be answerable for other than its own negligence or willful misconduct in the performance of such act.
(8) The Trustee and the Collateral Agent may from time to time request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture and the Notes Security Documents, which Officer’s Certificate may be signed by any persons authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.
(9) In no event shall the Trustee or the Collateral Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee or the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
(10) The Trustee and the Collateral Agent will not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture or the Security Documents; moreover, the Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or note, other evidence of indebtedness indebtedness, or other paper or document, or inquire as to the performance by the Issuer or the Guarantors of any of their covenants in this Indenture or any of the Notes Security Documents but the Trustee, Trustee or the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if .
(11) Any request or direction of the Trustee, the Collateral Agent Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order or an AgentOfficer’s Certificate, as applicable, 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 agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(g) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except any Default or Event of Default of which a Trust Officer shall have (x) received written notification from the Issuer or a Holder at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture or (y) obtained “actual knowledge.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
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Rights of Trustee and Collateral Agent. (a) The Trustee, the Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or Persons. The Trustee, the Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting it may require an Officer’s Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof. Neither the Trustee nor the Collateral Agent shall 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.
(c) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees or attorney appointed with due care.
(d) Neither the Trustee nor the Collateral Agent shall be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s or the Collateral Agent’s conduct does not constitute willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdiction.
(e) Each of the Trustee and the Collateral Agent may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Guarantees, the Escrow Agreement, the Security Documents and the Intercreditor Agreements shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or under the Notes, the Guarantees, the Escrow Agreement, the Security Documents and the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counsel.
(f) The Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture or the Security Documents; moreover, the Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or other evidence of indebtedness or other paper or document, but the Trustee, the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, the Collateral Agent or an Agent, as applicable, 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 agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(g) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except any Default or Event of Default of which a Trust Officer shall have (x) received written notification from the Issuer or a Holder at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture or (y) obtained “actual knowledge.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto.
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Rights of Trustee and Collateral Agent. (a) The Trustee, Trustee and the Collateral Agent and the Agents may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or PersonsPerson. The Trustee, Trustee and the Collateral Agent and the Agents need not investigate any fact or matter stated in the document.
(b) Before the Trustee or the Collateral Agent acts or refrains from acting acting, it may require an Officer’s Officers’ Certificate or an Opinion of Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof. Neither the Trustee nor the Collateral Agent shall will be liable for any action it takes or omits to take in good faith in reliance on an Officer’s such Officers’ Certificate or Opinion of Counsel. The Trustee or the Collateral Agent may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) Each of the Trustee and the Collateral Agent may act through its attorneys, custodians, nominees attorneys and agents and shall will not be responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees or attorney agent appointed with due care.
(d) Neither the Trustee nor the Collateral Agent shall will be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers; provided, however, that the Trustee’s powers conferred upon it by this Indenture or the any Collateral Agent’s conduct does not constitute willful misconduct or negligence (or, in the case of the Collateral Agent, gross negligence) as determined in a final non-appealable decision of a court of competent jurisdictionAgreement.
(e) Each Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(f) Neither the Trustee nor the Collateral Agent will be under any obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee and the Collateral Agent may consult with counsel of its selectionreasonable indemnity or security against the losses, liabilities and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements shall expenses that might be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered incurred by it hereunder in compliance with such request or under the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements in good faith and in accordance with the advice or opinion of such counsel.
(f) The Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, judgment, bond or other paper or document made or in connection with this Indenture or the Security Documents; moreover, the Trustee, the Collateral Agent and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Security Documents or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note or other evidence of indebtedness or other paper or document, but the Trustee, the Collateral Agent or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee, the Collateral Agent or an Agent, as applicable, 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 agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(g) The Neither the Trustee nor the Collateral Agent shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default except any Default or Event of Default of which unless a Trust Responsible Officer shall have (x) received written notification from the Issuer or a Holder at the Corporate Trust Office of the Trustee or the Collateral Agent shall have actual knowledge thereof or the Trustee or the Collateral Agent shall have received from the Company, any Guarantor or any other obligor upon the Notes or from any Holder written notice thereof at its address set forth in Section 11.02 hereof, and such notice references the Notes and this Indenture.
(h) The rights, privileges, protections, immunities and benefits given to the Trustee or the Collateral Agent, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee or the Collateral Agent in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.
(i) The Trustee or the Collateral Agent may from time to time request that the Company deliver an Officers’ 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 Collateral Agreement, which Officers’ Certificate may be signed by any persons authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.
(yj) obtained “actual knowledgeThe permissive right of the Trustee or the Collateral Agent to take any action under this Indenture or any Collateral Agreement shall not be construed as a duty to so act.” “Actual knowledge”
(k) In the event the Trustee or the Collateral Agent receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing less than a majority in aggregate principal amount of the Notes then outstanding, the Trustee or the Collateral Agent, in its sole discretion, may determine what action, if any, shall mean the actual fact or statement of knowing by a Trust Officer without independent investigation with respect theretobe taken.
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Samples: Indenture (Gastar Exploration LTD)
