Trustee’s Acceptance and Responsibilities. (a) The Trustee accepts the trusts imposed upon it by this Trust Agreement, and agrees to observe and perform those trusts, but only upon and subject to the terms and conditions set forth in this Article VI, to all of which the parties hereto, the County and the Holders agree. (b) It is expressly understood and agreed that this Trust Agreement is being executed by the Trustee not in its corporate and individual capacity but solely as trustee hereunder in the exercise of the power and authority conferred and vested in it as such Trustee. It is further understood and agreed that neither the Trustee nor any director, officer, employee, agent, controlling person or nominee of the Trustee shall be personally liable for any breach of any representation or warranty of the trust incorporated herein or in any other agreement or obligation contemplated hereby and nothing herein or therein contained shall be construed as creating any liability of the Trustee in its corporate and individual capacity or as creating any liability of any director, officer, employee, agent, controlling person or nominee of the Trustee to make any payment or to perform any agreement or undertaking contained herein or therein. (c) Prior to the occurrence of an Event of Default of which the Trustee has been notified or deemed to have been notified as provided in paragraph (f) of Section 6.2 hereof, and after the cure or waiver of all defaults or Events of Default which may have occurred, (i) the Trustee undertakes to perform only those duties and obligations which are set forth specifically in this Trust Agreement, and no duties or obligations shall be implied to the Trustee; (ii) in the absence of bad faith on its part, the Trustee may rely conclusively, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the procedural requirements of this Trust Agreement; but in the case of any such certificates or opinions which by any provision hereof are required specifically to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the procedural requirements of this Trust Agreement. (d) After the occurrence of an Event of Default of which the Trustee has knowledge or is deemed to have knowledge, the Trustee shall exercise those rights and powers vested in it by this Trust Agreement and shall use the same degree of care as a prudent person would exercise or use in the circumstances in the conduct of such prudent person’s own affairs. (e) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that: (i) this subsection shall not be construed to affect the limitation of the Trustee’s duties and obligations provided in subsection (c)(i) of this Section 6.1 or diminish the Trustee’s right to rely on the truth of statements and the correctness of opinions as provided in subsection (c)(ii) of this Section 6.1; (ii) the Trustee shall not be liable for any error of judgment made in good faith in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in principal amount of the Outstanding Obligations relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement; (iv) no provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and (v) the Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Corporation or the County) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted to be taken in good faith in reliance upon that opinion or advice. (f) Every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1. Whenever the Trustee acts in its capacity as Trustee with respect to any document or agreement relating to the Series 2020 Notes, the provisions of this Section 6.1 shall apply to all such actions.
Appears in 2 contracts
Samples: Trust Agreement, Trust Agreement
Trustee’s Acceptance and Responsibilities. (a) The Trustee accepts the trusts imposed upon it by this Trust Agreement, and agrees to observe and perform those trusts, but only upon and subject to the terms and conditions set forth in this Article VI, to all of which the parties hereto, the County and the Holders agree.
(b) It is expressly understood and agreed that this Trust Agreement is being executed by the Trustee not in its corporate and individual capacity but solely as trustee hereunder in the exercise of the power and authority conferred and vested in it as such Trustee. It is further understood and agreed that neither the Trustee nor any director, officer, employee, agent, controlling person or nominee of the Trustee shall be personally liable for any breach of any representation or warranty of the trust incorporated herein or in any other agreement or obligation contemplated hereby and nothing herein or therein contained shall be construed as creating any liability of the Trustee in its corporate and individual capacity or as creating any liability of any director, officer, employee, agent, controlling person or nominee of the Trustee to make any payment or to perform any agreement or undertaking contained herein or therein.
(c) Prior to the occurrence of an Event of Default of which the Trustee has been notified or deemed to have been notified as provided in paragraph (f) of Section 6.2 hereof, and after the cure or waiver of all defaults or Events of Default which may have occurred,
(i) the Trustee undertakes to perform only those duties and obligations which are set forth specifically in this Trust Agreement, and no duties or obligations shall be implied to the Trustee;
(ii) in the absence of bad faith on its part, the Trustee may rely conclusively, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the procedural requirements of this Trust Agreement; but in the case of any such certificates or opinions which by any provision hereof are required specifically to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the procedural requirements of this Trust Agreement.
(d) After the occurrence of an Event of Default of which the Trustee has knowledge or is deemed to have knowledge, the Trustee shall exercise those rights and powers vested in it by this Trust Agreement and shall use the same degree of care as a prudent person would exercise or use in the circumstances in the conduct of such prudent person’s own affairs.
(e) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:
(i) this subsection shall not be construed to affect the limitation of the Trustee’s duties and obligations provided in subsection (c)(i) of this Section 6.1 or diminish the Trustee’s right to rely on the truth of statements and the correctness of opinions as provided in subsection (c)(ii) of this Section 6.1;
(ii) the Trustee shall not be liable for any error of judgment made in good faith in ascertaining the pertinent facts;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in principal amount of the Outstanding Obligations Bonds relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement;
(iv) no provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and
(v) the Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Corporation or the County) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted to be taken in good faith in reliance upon that opinion or advice.
(f) Every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1. Whenever the Trustee acts in its capacity as Trustee with respect to any document or agreement relating to the Series 2020 NotesBonds, the provisions of this Section 6.1 shall apply to all such actions.
Appears in 2 contracts
Samples: Trust Agreement, Trust Agreement
Trustee’s Acceptance and Responsibilities. (a) The Trustee hereby accepts the trusts imposed upon it by this Trust Indenture and the Agreement, and agrees to observe perform the trusts and perform those trustsits obligations under this Indenture and the Agreement, but only upon and subject to the following express terms and conditions set forth in this Article VI, to all of which the parties hereto, the County and the Holders agree.conditions:
(ba) It is expressly understood The Trustee may execute any of the trusts or powers hereof and agreed that this Trust Agreement is being executed perform any of its duties by or through attorneys, agents, receivers or employees appointed by the Trustee not in its corporate and individual capacity but solely as trustee hereunder Trustee, in the exercise of the power and authority conferred and vested in it as such Trustee. It is further understood and agreed that neither the Trustee nor any directorreasonable care, officer, employee, agent, controlling person or nominee of the Trustee but shall be personally liable answerable for any breach of any representation or warranty of the trust incorporated herein or in any other agreement or obligation contemplated hereby and nothing herein or therein contained shall be construed as creating any liability of the Trustee in its corporate and individual capacity or as creating any liability of any director, officer, employee, agent, controlling person or nominee of the Trustee to make any payment or to perform any agreement or undertaking contained herein or therein.
(c) Prior to the occurrence of an Event of Default of which the Trustee has been notified or deemed to have been notified as provided in paragraph (f) of Section 6.2 hereof, and after the cure or waiver of all defaults or Events of Default which may have occurred,
(i) the Trustee undertakes to perform only those duties and obligations which are set forth specifically in this Trust Agreement, and no duties or obligations shall be implied to the Trustee;
(ii) in the absence of bad faith on its part, the Trustee may rely conclusively, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the procedural requirements of this Trust Agreement; but in the case of any such certificates or opinions which by any provision hereof are required specifically to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the procedural requirements of this Trust Agreement.
(d) After the occurrence of an Event of Default of which the Trustee has knowledge or is deemed to have knowledge, the Trustee shall exercise those rights and powers vested in it by this Trust Agreement and shall use the same degree of care as a prudent person would exercise or use in the circumstances in the conduct of such prudent person’s own affairs.
(e) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:
(i) this subsection shall not be construed to affect the limitation of the Trustee’s duties and obligations provided in subsection (c)(i) of this Section 6.1 or diminish the Trustee’s right to rely on the truth of statements and the correctness of opinions as provided in subsection (c)(ii) of this Section 6.1;
(ii) the Trustee shall not be liable for any error of judgment made in good faith in ascertaining the pertinent facts;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith same in accordance with the direction standard specified above, and shall be entitled to advice of the Holders counsel concerning all matters of not less than a majority in principal amount of the Outstanding Obligations relating to the time, method trusts hereof and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement;
(iv) no provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and
(v) the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Corporation Issuer or the County) Borrowers), approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted to be not taken in good faith in reliance upon that such opinion or advice. The Trustee shall, however, be responsible for loss or damage resulting from any gross negligence or willful misconduct on its part.
(fb) Every provision Except for its certificate of this Trust Agreement relating to authentication on the conduct or affecting the liability of or affording protection to Bonds, the Trustee shall not be subject responsible for any recital herein or in the Bonds, or for the validity, priority, recording or rerecording, filing or refiling of this Indenture or the Agreement or any financing statements, amendments thereto or continuation statements, or for insuring the Project or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplements thereto or instruments of further assurance, or for the sufficiency of the security hereof. The Trustee shall not be bound to ascertain or inquire as to the provisions performance or observance of this any covenants, conditions or agreements on the part of the Issuer or on the part of the Borrowers under the Agreement in connection with the matters referred to in Section 6.1. Whenever 5.1 of the Agreement, except as hereinafter set forth; but the Trustee acts in its capacity may require of the Issuer or the Borrowers full information and advice as Trustee with respect to any document or agreement relating to the Series 2020 Notesperformance of the covenants, conditions and agreements aforesaid. Except as otherwise provided in Section 6.03 hereof, the provisions Trustee shall have no obligation from any of the duties of the Issuer under the Agreement.
(c) The Trustee shall not be accountable for the application by the Borrowers of the proceeds of any Bonds authenticated or delivered hereunder.
(d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Section 6.1 shall apply to all Indenture upon the request or authority or consent of any person who at the time of making such actions.request or giving such authority or consent is the
Appears in 1 contract
Trustee’s Acceptance and Responsibilities. (a) The Trustee accepts the trusts duties imposed upon it by this Trust AgreementIndenture and has also accepted the Rebate Fund, and agrees to observe and perform those trustsduties, but only upon and subject to the terms and conditions set forth in this Article VIV, to all of which the parties hereto, the County hereto and the Holders agree.
(b) It is expressly understood and agreed that this Trust Agreement is being executed by the Trustee not in its corporate and individual capacity but solely as trustee hereunder in the exercise of the power and authority conferred and vested in it as such Trustee. It is further understood and agreed that neither the Trustee nor any director, officer, employee, agent, controlling person or nominee of the Trustee shall be personally liable for any breach of any representation or warranty of the trust incorporated herein or in any other agreement or obligation contemplated hereby and nothing herein or therein contained shall be construed as creating any liability of the Trustee in its corporate and individual capacity or as creating any liability of any director, officer, employee, agent, controlling person or nominee of the Trustee to make any payment or to perform any agreement or undertaking contained herein or therein.
(ca) Prior to the occurrence of a default or an Event of Default (as defined in Section 6.01 hereof) of which the Trustee has been notified or deemed to have been notified notified, as provided in paragraph (f) of Section 6.2 5.02 hereof, or of which by that paragraph the Trustee is deemed to have notice, and after the cure or waiver of all defaults or Events of Default which may have occurred,
(i) as Trustee hereunder, the Trustee undertakes to perform only those duties and obligations which are set forth specifically in this Trust AgreementIndenture, and no duties or obligations shall be implied to the Trustee;, such duties shall be deemed purely ministerial in nature, the Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii) in the absence of bad faith on its part, the Trustee may rely conclusively, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the procedural requirements of this Trust AgreementIndenture; but in the case of any such certificates or opinions which by any provision hereof are required specifically to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the procedural requirements of this Trust AgreementIndenture.
(db) After the occurrence of In case a default or an Event of Default has occurred and is continuing hereunder (of which the Trustee has knowledge received written notice, or is deemed to have knowledgenotice pursuant to Section 5.02(f) hereof), the Trustee shall exercise those rights and powers vested in it by this Trust Agreement Indenture and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use in under the circumstances in the conduct of such prudent person’s their own affairs. Such standard of care is not considered a fiduciary standard nor shall the Trustee be considered a fiduciary in performance of its duties.
(ec) The Trustee shall not be liable for any acts or omissions, except for such losses, damages or expenses which have been finally adjudicated by a court of competent jurisdiction to have directly resulted from the Trustee’s gross negligence or willful misconduct. No provision of this Trust Agreement Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:
(i) this subsection shall not be construed to affect the limitation of the Trustee’s duties and obligations provided in subsection subparagraph (c)(ia)(i) of this Section 6.1 5.01 or diminish the Trustee’s right to rely on the truth of statements and the correctness of opinions as provided in subsection subparagraph (c)(iia)(ii) of this Section 6.15.01;
(ii) the Trustee shall not be liable for any action taken or error of judgment made in good faith by any one of its officers, agents or employees unless it shall be established that the Trustee was grossly negligent in ascertaining the pertinent facts;
(iii) the Trustee shall be entitled to request and receive and shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the Controlling Holders of not less than a majority in principal amount of the Outstanding Obligations relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement;Indenture; and
(iv) no provision of this Trust Agreement Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate satisfactory indemnity against such risk or liability is not reasonably assured to it; and
(v) the Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Corporation or the County) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted to be taken in good faith in reliance upon that opinion or advice.
(fd) Every Whether or not therein expressly so provided, every provision of this Trust Agreement Indenture and the other Financing Documents relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1. Whenever the Trustee acts in its capacity as Trustee with respect to any document or agreement relating to the Series 2020 Notes, the provisions of this Section 6.1 shall apply to all such actions5.01.
Appears in 1 contract
Samples: Trust Indenture
Trustee’s Acceptance and Responsibilities. (a) The Trustee accepts the trusts imposed upon it by this Trust AgreementIndenture, and agrees to observe and perform those trusts, but only upon and subject to the terms and conditions set forth in this Article VIArticle, to all of which the parties hereto, the County hereto and the Holders agree.
(b) It is expressly understood and agreed that this Trust Agreement is being executed by the Trustee not in its corporate and individual capacity but solely as trustee hereunder in the exercise of the power and authority conferred and vested in it as such Trustee. It is further understood and agreed that neither the Trustee nor any director, officer, employee, agent, controlling person or nominee of the Trustee shall be personally liable for any breach of any representation or warranty of the trust incorporated herein or in any other agreement or obligation contemplated hereby and nothing herein or therein contained shall be construed as creating any liability of the Trustee in its corporate and individual capacity or as creating any liability of any director, officer, employee, agent, controlling person or nominee of the Trustee to make any payment or to perform any agreement or undertaking contained herein or therein.
(ca) Prior to the occurrence of a default or an Event of Default (as defined in Section 6.01 hereof) of which the Trustee has been notified or deemed to have been notified notified, as provided in paragraph (f) of Section 6.2 5.02 hereof, or of which by that paragraph the Trustee is deemed to have notice, and after the cure or waiver of all defaults or Events of Default which may have occurred,
(i) the Trustee undertakes to perform only those duties and obligations which are set forth specifically in this Trust AgreementIndenture, and no duties or obligations shall be implied to the Trustee;; and
(ii) in the absence of bad faith on its part, the Trustee may rely conclusively, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the procedural requirements of this Trust Agreement; but in the case of any such certificates or opinions which by any provision hereof are required specifically to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the procedural requirements of this Trust AgreementIndenture.
(db) After the occurrence of In case a default or an Event of Default has occurred and is continuing hereunder (of which the Trustee has knowledge been notified, or is deemed to have knowledgenotice), the Trustee shall exercise those rights and powers vested in it by this Trust Agreement Indenture and shall use the same degree of care and skill in its exercise as a prudent person corporate trustee would exercise or use in under the circumstances in the conduct of such prudent person’s his own affairs.
(ec) No provision of this Trust Agreement Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, act or its own willful misconduct, except that:
(i) this subsection subparagraph shall not be construed to affect the limitation of the Trustee’s duties and obligations provided in subsection subparagraph (c)(ia)(i) of this Section 6.1 or diminish the Trustee’s right to rely on the truth of statements and the correctness of opinions as provided in subsection subparagraph (c)(iia)(ii) of this Section 6.1;Section; OHSUSA:763098104.5
(ii) the Trustee shall not be liable for any error of judgment made in good faith by any one of its officers, unless it shall be established that the Trustee was grossly negligent in ascertaining the pertinent facts;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in principal amount of the Bonds then Outstanding Obligations relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement;Indenture; and
(iv) no provision of this Trust Agreement Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and
(v) the Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Corporation or the County) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted to be taken in good faith in reliance upon that opinion or advicepowers.
(fd) Every Whether or not therein expressly so provided, every provision of this Trust Agreement Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1. Whenever the Trustee acts in its capacity as Trustee with respect to any document or agreement relating to the Series 2020 Notes, the provisions of this Section 6.1 shall apply to all such actions5.01.
Appears in 1 contract
Samples: Trust Indenture
Trustee’s Acceptance and Responsibilities. (a) The Trustee hereby accepts the trusts imposed upon it by this Trust AgreementIndenture, and agrees to observe and perform those said trusts, but only upon and subject to the following terms and conditions set forth in this Article VI, to all of which the parties hereto, the County and the Holders agree.conditions:
(ba) It is expressly understood and agreed that this Trust Agreement is being executed by the The Trustee not in its corporate and individual capacity but solely as trustee hereunder in the exercise may execute any of the power trusts or powers hereof and authority conferred and vested in it as such Trustee. It is further understood and agreed that neither perform any of its duties by or through attorneys, agents, receivers or employees but shall be answerable for the Trustee nor any director, officer, employee, agent, controlling person or nominee conduct of the Trustee shall be personally liable for any breach of any representation or warranty of same in accordance with the trust incorporated herein or standard specified in any other agreement or obligation contemplated hereby and nothing herein or therein contained shall be construed as creating any liability of the Trustee in its corporate and individual capacity or as creating any liability of any director, officer, employee, agent, controlling person or nominee of the Trustee to make any payment or to perform any agreement or undertaking contained herein or therein.
(c) Prior to the occurrence of an Event of Default of which the Trustee has been notified or deemed to have been notified as provided in paragraph subsection (f) of this Section 6.2 hereof9.01, and after the cure or waiver of all defaults or Events of Default which may have occurred,
(i) the Trustee undertakes to perform only those duties and obligations which are set forth specifically in this Trust Agreement, and no duties or obligations shall be implied entitled to the Trustee;
(ii) in the absence advice of bad faith on its part, the Trustee may rely conclusively, as to the truth of the statements counsel concerning all matters or trusts hereof and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the procedural requirements of this Trust Agreement; but in the case of any such certificates or opinions which by any provision hereof are required specifically to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the procedural requirements of this Trust Agreement.
(d) After the occurrence of an Event of Default of which the Trustee has knowledge or is deemed to have knowledge, the Trustee shall exercise those rights and powers vested in it by this Trust Agreement and shall use the same degree of care as a prudent person would exercise or use in the circumstances in the conduct of such prudent person’s own affairs.
(e) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:
(i) this subsection shall not be construed to affect the limitation of the Trustee’s duties and obligations provided in subsection (c)(i) of this Section 6.1 or diminish the Trustee’s right to rely on the truth of statements and the correctness of opinions as provided in subsection (c)(ii) of this Section 6.1;
(ii) the Trustee shall not be liable for any error of judgment made in good faith in ascertaining the pertinent facts;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in principal amount of the Outstanding Obligations relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement;
(iv) no provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or and may in all cases pay such reasonable compensation (and shall be entitled to reimbursement thereof by the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of Company) to all such funds or adequate indemnity against such risk or liability is not attorneys, agents, receivers and employees as may reasonably assured to it; and
(v) be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Corporation Issuer or the County) Company), approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted to be taken nonaction in good faith in reliance upon that such opinion or advice.
(fb) Every provision Except for its certificate of this Trust Agreement relating to authentication on the conduct or affecting the liability of or affording protection to Bonds, the Trustee shall not be subject responsible for any recital herein or in the Bonds, or for the validity, priority, recording or re-recording, filing or re-filing of this Indenture or the Loan Agreement or any financing statements, amendments thereto or continuation statements, or for the validity of the execution by the Issuer of this Indenture or of any supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby or for the value or title of the Facilities or for insuring the Facilities, nor shall the Trustee be bound to ascertain or inquire as to the provisions performance or observance of this any covenants, conditions or agreements on the part of the Issuer or on the part of the Company under Section 6.1. Whenever 5.5 of the Loan Agreement, but the Trustee acts may require of the Issuer and the Company full information as to performance and observance thereof. The Trustee shall not be responsible or liable for any loss suffered in its capacity as connection with any investment of funds made in accordance with Article VI hereof. The Trustee with respect shall have no obligation to perform any document or agreement relating to of the Series 2020 Notes, duties of the provisions of this Section 6.1 shall apply to all such actionsIssuer under the Loan Agreement.
Appears in 1 contract
Trustee’s Acceptance and Responsibilities. (a) The Trustee accepts the trusts imposed upon it by this Trust AgreementIndenture, and agrees to observe and perform those trusts, but only upon and subject to the terms and conditions set forth in this Article VIArticle, to all of which the parties hereto, the County hereto and the Holders agree. In its capacity as Trustee hereunder, the Trustee shall authenticate the Bonds and shall act as Bond registrar, transfer agent, tender agent and paying agent, all as provided herein.
(b) It is expressly understood and agreed that this Trust Agreement is being executed by the Trustee not in its corporate and individual capacity but solely as trustee hereunder in the exercise of the power and authority conferred and vested in it as such Trustee. It is further understood and agreed that neither the Trustee nor any director, officer, employee, agent, controlling person or nominee of the Trustee shall be personally liable for any breach of any representation or warranty of the trust incorporated herein or in any other agreement or obligation contemplated hereby and nothing herein or therein contained shall be construed as creating any liability of the Trustee in its corporate and individual capacity or as creating any liability of any director, officer, employee, agent, controlling person or nominee of the Trustee to make any payment or to perform any agreement or undertaking contained herein or therein.
(c) Prior to the occurrence of a default or an Event of Default of which the Trustee has been notified notified, as provided in Subsection 8.02(f), or of which by that Subsection the Trustee is deemed to have been notified as provided in paragraph (f) of Section 6.2 hereofnotice, and after the cure or waiver of all defaults or Events of Default which may have occurred,
(i) the Trustee undertakes to perform only those duties and obligations which are set forth specifically in this Trust AgreementIndenture, and no duties or obligations shall be implied to the Trustee;; and
(ii) in the absence of bad faith on its part, the Trustee may rely conclusively, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions or opinions other writings furnished to the Trustee and conforming to the procedural requirements of this Trust AgreementIndenture; but in the case of any such certificates certificates, opinions or opinions other writings which by any provision hereof are required specifically to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the procedural requirements of this Trust AgreementIndenture.
(dc) After the occurrence of In case a default or an Event of Default has occurred and is continuing hereunder (of which the Trustee has knowledge been notified, or is deemed to have knowledgenotice), the Trustee shall exercise those rights and powers vested in it by this Trust Agreement Indenture and shall use the same degree of care and skill in their exercise as a prudent person Person would exercise or use in under the circumstances in the conduct of such prudent person’s its own affairs.
(ed) No provision of this Trust Agreement Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:
(i) this subsection Subsection shall not be construed to affect the limitation of the Trustee’s 's duties and obligations provided in subsection (c)(iSubsection 8.01(b)(i) of this Section 6.1 or diminish the Trustee’s 's right to rely on the truth of statements and the correctness of opinions as provided in subsection (c)(ii) of this Section 6.1Subsection 8.01(b)(ii);
(ii) the Trustee shall not be liable for any error of judgment made in good faith by any of its officers, unless it shall be established that the Trustee was grossly negligent in ascertaining the pertinent facts;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in principal amount of the Outstanding Obligations Bonds then outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement;Indenture; and
(iv) no provision of this Trust Agreement Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and
provided that this clause (viv) shall not relieve the Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Corporation or the County) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted its duties to take actions required to be taken in good faith in reliance upon that opinion or adviceunder Section 7.03 and with respect to drawings to be made under the Letter of Credit and making payments on the Bonds when due.
(fe) Every provision of this Trust Agreement Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1. Whenever Section.
(f) The Trustee accepts and agrees to perform any and all duties which are imposed upon the Trustee acts in its capacity as or the Issuer under the Representation Letter.
(g) The Trustee with respect will promptly notify the Holders upon receiving written notice from the Borrower pursuant to any document Section 5.13 of the Financing Agreement or agreement relating from the Bank to the Series 2020 Notes, effect that a transaction is expected to occur which would result in the provisions of this Section 6.1 shall apply to all such actionsBorrower controlling or being controlled by the Bank.
Appears in 1 contract
Samples: Trust Indenture (Innovative Solutions & Support Inc)
Trustee’s Acceptance and Responsibilities. (a) The Trustee accepts the trusts imposed upon it by this Trust AgreementIndenture, and agrees to observe and perform those trusts, but only upon and subject to the terms and conditions set forth in this Article VIArticle, to all of which the parties hereto, the County hereto and the Holders agree. In its capacity as Trustee hereunder, the Trustee shall authenticate the Bonds and shall act as Bond registrar, transfer agent, tender agent and paying agent, all as provided herein.
(b) It is expressly understood and agreed that this Trust Agreement is being executed by the Trustee not in its corporate and individual capacity but solely as trustee hereunder in the exercise of the power and authority conferred and vested in it as such Trustee. It is further understood and agreed that neither the Trustee nor any director, officer, employee, agent, controlling person or nominee of the Trustee shall be personally liable for any breach of any representation or warranty of the trust incorporated herein or in any other agreement or obligation contemplated hereby and nothing herein or therein contained shall be construed as creating any liability of the Trustee in its corporate and individual capacity or as creating any liability of any director, officer, employee, agent, controlling person or nominee of the Trustee to make any payment or to perform any agreement or undertaking contained herein or therein.
(c) Prior to the occurrence of a default or an Event of Default of which the Trustee has been notified notified, as provided in Subsection 8.02(f), or of which by that Subsection the Trustee is deemed to have been notified as provided in paragraph (f) of Section 6.2 hereofnotice, and after the cure or waiver of all defaults or Events of Default which may have occurred,
(i) the Trustee undertakes to perform only those duties and obligations which are set forth specifically in this Trust AgreementIndenture, and no duties or obligations shall be implied to the Trustee;; and
(ii) in the absence of bad faith on its part, the Trustee may rely conclusively, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the procedural requirements of this Trust AgreementIndenture; but in the case of any such certificates or opinions which by any provision hereof are required specifically to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the procedural requirements of this Trust AgreementIndenture.
(dc) After the occurrence of In case a default or an Event of Default has occurred and is continuing hereunder (of which the Trustee has knowledge been notified, or is deemed to have knowledgenotice), the Trustee shall exercise those rights and powers vested in it by this Trust Agreement Indenture and shall use the same degree of care and skill in their exercise as a prudent person Person would exercise or use in under the circumstances in the conduct of such prudent person’s its own affairs.
(ed) No provision of this Trust Agreement Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:
(i) this subsection Subsection shall not be construed to affect the limitation of the Trustee’s 's duties and obligations provided in subsection (c)(iSubsection 8.01(b)(i) of this Section 6.1 or diminish the Trustee’s 's right to rely on the truth of statements and the correctness of opinions as provided in subsection (c)(ii) of this Section 6.1Subsection 8.01(b)(ii);
(ii) the Trustee shall not be liable for any error of judgment made in good faith by any one of its officers, unless it shall be established that the Trustee was grossly negligent in ascertaining the pertinent facts;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in principal amount of the Outstanding Obligations Bonds then outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement;Indenture; and
(iv) no provision of this Trust Agreement Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and
provided that this clause (viv) shall not relieve the Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Corporation or the County) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted its duties to take actions required to be taken in good faith in reliance upon that opinion or adviceunder Section 7.03 and with respect to drawings to be made under the Letters of Credit and making payments on the Bonds when due.
(fe) Every provision of this Trust Agreement Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1. Whenever Section.
(f) The Trustee accepts and agrees to perform any and all duties which are imposed upon the Trustee acts in its capacity as Trustee with respect to any document or agreement relating to under the Series 2020 Notes, the provisions of this Section 6.1 shall apply to all such actionsRepresentation Letter.
Appears in 1 contract
Trustee’s Acceptance and Responsibilities. (a) The Trustee accepts the trusts imposed upon it by this Trust Agreement, and agrees to observe and perform those trusts, but only upon and subject to the terms and conditions set forth in this Article VI, to all of which the parties hereto, the County hereto and the Holders agree.
(b) It is expressly understood and agreed that this Trust Agreement is being executed by the Trustee not in its corporate and individual capacity but solely as trustee hereunder in the exercise of the power and authority conferred and vested in it as such Trustee. It is further understood and agreed that neither the Trustee nor any past, present or future director, officer, employee, agent, controlling person or nominee of the Trustee shall be personally liable for any breach of any representation or warranty of the trust incorporated herein or in any other agreement or obligation contemplated hereby and nothing herein or therein contained shall be construed as creating any liability of the Trustee in its corporate and individual capacity or as creating any liability of any past, present or future director, officer, employee, agent, controlling person or nominee of the Trustee to make any payment or to perform any agreement or undertaking contained herein or therein.
(c) Prior to the occurrence of an Event of Default of which the Trustee has been notified or deemed to have been notified as provided in paragraph (f) of Section 6.2 hereof, and after the cure or waiver of all defaults or Events of Default which may have occurred,
(i) the Trustee undertakes to perform only those duties and obligations which are set forth specifically in this Trust Agreement, and no duties or obligations shall be implied to the Trustee;; and
(ii) in the absence of bad faith on its part, the Trustee may rely conclusively, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the procedural requirements of this Trust Agreement; but in the case of any such certificates or opinions which by any provision hereof are required specifically to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the procedural requirements of this Trust Agreement.
(d) After the occurrence of an Event of Default of which the Trustee has knowledge or is deemed to have knowledge, the Trustee shall exercise those rights and powers vested in it by this Trust Agreement and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use in under the circumstances in the conduct of such prudent person’s its own affairs.
(e) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:
(i) this subsection shall not be construed to affect the limitation of the Trustee’s duties and obligations provided in subsection (c)(i) of this Section 6.1 or diminish the Trustee’s right to rely on the truth of statements and the correctness of opinions as provided in subsection (c)(ii) of this Section 6.1Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by any one of its officers, unless it shall be established that the Trustee was grossly negligent in ascertaining the pertinent facts;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the Holders of not less than a majority in principal amount of the Outstanding Obligations Bonds relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement;
(iv) no provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and
(v) the Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Corporation or the CountyCity) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted to be taken in good faith in reliance upon that opinion or advice.
(f) Every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1. Whenever the Trustee acts in its capacity as Trustee with respect to any document or agreement relating to the Series 2020 Notes, the provisions of this Section 6.1 shall apply to all such actions.Article
Appears in 1 contract
Samples: Trust Agreement
Trustee’s Acceptance and Responsibilities. (a) The Trustee accepts the trusts imposed upon it by this Trust AgreementIndenture, and agrees to observe and perform those trusts, but only upon and subject to the terms and conditions set forth in this Article VIArticle, to all of which the parties hereto, the County hereto and the Holders agree.:
(b) It is expressly understood and agreed that this Trust Agreement is being executed by the Trustee not in its corporate and individual capacity but solely as trustee hereunder in the exercise of the power and authority conferred and vested in it as such Trustee. It is further understood and agreed that neither the Trustee nor any director, officer, employee, agent, controlling person or nominee of the Trustee shall be personally liable for any breach of any representation or warranty of the trust incorporated herein or in any other agreement or obligation contemplated hereby and nothing herein or therein contained shall be construed as creating any liability of the Trustee in its corporate and individual capacity or as creating any liability of any director, officer, employee, agent, controlling person or nominee of the Trustee to make any payment or to perform any agreement or undertaking contained herein or therein.
(ca) Prior to the occurrence of an Event of Default (as defined in section 7.01 hereof) of which the Trustee has been notified or deemed to have been notified notified, as provided in paragraph (f) of Section 6.2 6.02 hereof, or of which by that paragraph the Trustee is deemed to have notice, and after the cure or waiver of all defaults or Events of Default which may have occurred,
(i) the Trustee undertakes to perform only those duties and obligations which are set forth specifically in this Trust AgreementIndenture, and no duties or obligations shall be implied to the Trustee;
(ii) in the absence of bad faith on its part, the Trustee may rely conclusively, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the procedural requirements of this Trust AgreementIndenture; but in the case of any such certificates or opinions which by any provision hereof are required specifically to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the procedural requirements of this Trust AgreementIndenture.
(db) After the occurrence of In case an Event of Default has occurred and is continuing hereunder (of which the Trustee has knowledge been notified, or is deemed to have knowledgenotice), the Trustee shall exercise those rights and powers vested in it by this Trust Agreement Indenture and shall use the same degree of care and skill in their exercise, as a prudent person man acting as a fiduciary would exercise or use in under the circumstances in the conduct of such prudent person’s own affairscircumstances.
(ec) No provision provisions of this Trust Agreement Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:
(i) this subsection shall not be construed to affect the limitation of the Trustee’s 's duties and obligations provided in subsection subparagraph (c)(ia)(i) of this Section 6.1 or diminish the Trustee’s 's right to rely on the truth of statements and the correctness of opinions as provided in subsection subparagraph (c)(iia)(ii) of this Section 6.1Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by any one of its officers, unless it shall be established that the Trustee was negligent in ascertaining the pertinent facts;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Bank or the Holders of not less than at least a majority in aggregate principal amount of the Outstanding Obligations Bonds then outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement;Indenture, as provided in Sections 7.04 and 7.05 hereof; and
(iv) no provision of this Trust Agreement Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment payment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and
(v) the Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Corporation or the County) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted to be taken in good faith in reliance upon that opinion or advice.
(fd) Every Whether or not therein expressly so provided, every provision of this Trust Agreement Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1. Whenever the Trustee acts in its capacity as Trustee with respect to any document or agreement relating to the Series 2020 Notes, the provisions of this Section 6.1 shall apply to all such actions6.01.
Appears in 1 contract
Samples: Loan Agreement (Jameson Inns Inc)
Trustee’s Acceptance and Responsibilities. (a) The Trustee accepts the trusts imposed upon it by this CFC Master Trust Agreement, and agrees to observe and perform those trusts, but only upon and subject to the terms and conditions set forth in this Article VIArticle, to all of which the parties hereto, the County hereto and the Holders agree.:
(b) It is expressly understood and agreed that this Trust Agreement is being executed by the Trustee not in its corporate and individual capacity but solely as trustee hereunder in the exercise of the power and authority conferred and vested in it as such Trustee. It is further understood and agreed that neither the Trustee nor any director, officer, employee, agent, controlling person or nominee of the Trustee shall be personally liable for any breach of any representation or warranty of the trust incorporated herein or in any other agreement or obligation contemplated hereby and nothing herein or therein contained shall be construed as creating any liability of the Trustee in its corporate and individual capacity or as creating any liability of any director, officer, employee, agent, controlling person or nominee of the Trustee to make any payment or to perform any agreement or undertaking contained herein or therein.
(ca) Prior to the occurrence of an Event of Default of which the Trustee has been notified or deemed to have been notified notified, as provided in paragraph (f) of Section 6.2 6.02 hereof, or of which by that paragraph the Trustee is deemed to have notice, and after the cure or waiver of all defaults or Events of Default which that may have occurred,:
(i) the Trustee undertakes to perform only those duties and obligations which that are set forth specifically in this CFC Master Trust Agreement, and no duties or obligations shall be implied to the Trustee;, and
(ii) in the absence of bad faith on its part, the Trustee may rely conclusively, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the procedural requirements of this CFC Master Trust Agreement; but in the case of any such certificates or opinions which that by any provision hereof are required specifically to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the procedural requirements of this CFC Master Trust Agreement.
(db) After the occurrence of In case an Event of Default has occurred and is continuing hereunder (of which the Trustee has knowledge been notified, as provided in paragraph (f) of Section 6.02 hereof, or of which by that paragraph the Trustee is deemed to have knowledgenotice), the Trustee shall exercise those rights and powers vested in it by this CFC Master Trust Agreement and shall use the same degree of care and skill in their exercise as a prudent person would exercise or use in under the circumstances in the conduct of such prudent person’s own affairs.
(ec) No provision of this CFC Master Trust Agreement shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:
(i) this subsection paragraph shall not be construed to affect the limitation of the Trustee’s duties and obligations provided in subsection subparagraph (c)(ia)(i) of this Section 6.1 or diminish the Trustee’s right to rely on the truth of statements and the correctness of opinions as provided in subsection subparagraph (c)(iia)(ii) of this Section 6.1;Section,
(ii) the Trustee shall not be liable for any error of judgment made in good faith by any one of its officers, unless it shall be established that the Trustee was negligent in ascertaining the pertinent facts;,
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority 66-2/3 % in principal amount of the Bonds then Outstanding Obligations relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this CFC Master Trust Agreement;, and
(iv) no provision of this CFC Master Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and
(v) the Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Corporation or the County) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted to be taken in good faith in reliance upon that opinion or advice.
(fd) Every Whether or not therein expressly so provided, every provision of this CFC Master Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1. Whenever the Trustee acts in its capacity as Trustee with respect to any document or agreement relating to the Series 2020 Notes, the provisions of this Section 6.1 shall apply to all such actionsSection.
Appears in 1 contract
Trustee’s Acceptance and Responsibilities. (a) The Trustee accepts the trusts imposed upon it by this Trust AgreementIndenture, and agrees to observe and perform those trusts, but only upon and subject to the terms and conditions set forth in this Article VIArticle, to all of which the parties hereto, the County hereto and the Holders agree:.
(b) It is expressly understood and agreed that this Trust Agreement is being executed by the Trustee not in its corporate and individual capacity but solely as trustee hereunder in the exercise of the power and authority conferred and vested in it as such Trustee. It is further understood and agreed that neither the Trustee nor any director, officer, employee, agent, controlling person or nominee of the Trustee shall be personally liable for any breach of any representation or warranty of the trust incorporated herein or in any other agreement or obligation contemplated hereby and nothing herein or therein contained shall be construed as creating any liability of the Trustee in its corporate and individual capacity or as creating any liability of any director, officer, employee, agent, controlling person or nominee of the Trustee to make any payment or to perform any agreement or undertaking contained herein or therein.
(ca) Prior to the occurrence of a default or an Event of Default (as defined in section 7.01 hereof) of which the Trustee has been notified or deemed to have been notified notified, as provided in paragraph (f) of Section 6.2 6.02 hereof, or of which by that paragraph the Trustee is deemed to have notice, and after the cure or waiver of all defaults or Events of Default which may have occurred,
(i) the Trustee undertakes to perform only those duties and obligations which are set forth specifically in this Trust AgreementIndenture, and no duties or obligations shall be implied to the Trustee;
(ii) in the absence of bad faith on its part, the Trustee may rely conclusively, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the procedural requirements of this Trust AgreementIndenture; but in the case of any such certificates or opinions which by any provision hereof are required specifically to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the procedural requirements of this Trust AgreementIndenture.
(db) After the occurrence of In case a default or an Event of Default has occurred and is continuing hereunder (of which the Trustee has knowledge been notified, or is deemed to have knowledgenotice), and subject to Section 7.05 herein, the Trustee shall exercise those rights and powers vested in it by this Trust Agreement Indenture and shall use the same degree of care and skill in their exercise, as a prudent person acting as a fiduciary would exercise or use in under the circumstances in the conduct of such prudent person’s own affairscircumstances.
(ec) No provision provisions of this Trust Agreement Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:
(i) this subsection Subsection shall not be construed to affect the limitation of the Trustee’s 's duties and obligations provided in subsection subparagraph (c)(ia)(i) of this Section 6.1 or diminish the Trustee’s 's right to rely on the truth of statements and the correctness of opinions as provided in subsection subparagraph (c)(iia)(ii) of this Section 6.1Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by any one of its officers, unless it shall be established that the Trustee was grossly negligent in ascertaining the pertinent facts;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Bank or the Holders of not less than at least a majority in aggregate principal amount of the Outstanding Obligations Bonds then outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement;Indenture, as provided in Sections 7.04 and 7.05 hereof; and
(iv) no provision of this Trust Agreement Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment payment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and
(v) the Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Corporation or the County) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted to be taken in good faith in reliance upon that opinion or advice.
(fd) Every Whether or not therein expressly so provided, every provision of this Trust Agreement Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1. Whenever the Trustee acts in its capacity as Trustee with respect to any document or agreement relating to the Series 2020 Notes, the provisions of this Section 6.1 shall apply to all such actions6.01.
Appears in 1 contract
Trustee’s Acceptance and Responsibilities. (a) The Trustee hereby accepts the trusts imposed upon it by this Trust Agreement, Agreement and agrees to observe perform said trusts as an ordinary corporate trustee under a trust agreement and perform those trustsas a prudent trustee upon the occurrence of an Event of Default hereunder or an event that, given the passage of time, would constitute an Event of Default hereunder, but only upon and subject to the following express terms and conditions set forth conditions:
(a) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees but shall be answerable for the conduct of the same in this Article VIaccordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters of trusts hereof and duties hereunder, and may in all cases pay such customary compensation to all such attorneys, agents, receivers and employees as reasonably may be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of which any attorney (who may be the parties heretoattorney or attorneys for the University), approved by the County and Trustee in the Holders agreeexercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice.
(b) It is expressly understood Except for its certificate of authentication on the Bonds and agreed that Notes, the Trustee shall not be responsible for any recital herein or in the Obligations, or the validity, priority, recording or re-recording, filing, or re-filing of this Trust Agreement is being executed or any financing statements, amendments thereto or continuation statements or for the validity of the execution by the Trustee not in its corporate and individual capacity but solely University of this Trust Agreement or of any supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Obligations issued hereunder or intended to be secured hereby, or as trustee hereunder to the maintenance of the security hereof, except that in the exercise event the Trustee enters into possession of a part or all of the power and authority conferred and vested property of the University pursuant to any provision of this Trust Agreement it shall use due diligence in it preserving such property. The Trustee shall not be bound to ascertain or inquire as such Trustee. It is further understood and agreed that neither to the performance or observance of any covenants, conditions or agreements on the part of the University, except as hereinafter set forth in this Article; but the Trustee nor any director, officer, employee, agent, controlling person or nominee may require of the Trustee shall be personally liable for any breach of any representation or warranty University full information and advice as to the performance of the trust incorporated herein or in any other agreement or obligation contemplated hereby covenants, conditions and nothing herein or therein contained shall be construed agreements aforesaid and as creating any liability to the condition of the Trustee in its corporate and individual capacity or as creating any liability of any director, officer, employee, agent, controlling person or nominee of the Trustee to make any payment or to perform any agreement or undertaking contained property herein or thereinconveyed.
(c) Prior to Except for the occurrence deposit and credit of an Event the proceeds thereof in accordance with the provisions of Default of which the applicable Series Resolutions, the Trustee has been notified shall not be accountable for the application of the proceeds of any Obligations authenticated or deemed delivered hereunder.
(d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed, in good faith, to be genuine and correct and to have been notified as provided in paragraph (f) of Section 6.2 hereofsigned or sent by the proper Person or Persons; provided, and after the cure or waiver of all defaults or Events of Default which may have occurred,
(i) the Trustee undertakes to perform only those duties and obligations which are set forth specifically in this Trust Agreementhowever, and no duties or obligations shall be implied to the Trustee;
(ii) in the absence of bad faith on its part, the Trustee may rely conclusively, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the procedural requirements of this Trust Agreement; but that in the case of any such certificates certificate or opinions which opinion specifically required by any provision hereof are required specifically of this Trust Agreement to be furnished to the Trustee, the Trustee shall be under a duty to examine the same text of such certificate or opinion to determine whether or not they conform such text substantially conforms as to form to the procedural requirements of this Trust Agreement. Any action taken by the Trustee pursuant to this Trust Agreement 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 Obligations, shall be conclusive and binding upon all future Holders of the same Obligation and of Obligations issued in exchange therefor or in place thereof.
(de) After As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed on behalf of the University by an authorized officer thereof as sufficient evidence of the facts therein contained, and, prior to the occurrence of an Event of Default of which the Trustee has knowledge been notified as provided in paragraph (g) of this Section, or of which by said paragraph it is deemed to have knowledgenotice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient. The Trustee may accept a certificate of the officer, or an assistant thereto, having charge of the appropriate records to the effect that legislation in the form therein set forth has been enacted by the Board, as conclusive evidence that such legislation has been duly adopted and is in full force and effect.
(f) The permissive right of the Trustee to do things enumerated in this Trust Agreement shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful misconduct.
(g) The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default hereunder, except the Event of Default described in paragraphs (a) of Section 6.01 hereof, unless the Trustee shall be specifically notified by writing delivered to it of such Event of Default by the University or the Holders of at least twenty-five percent (25%) in aggregate principal amount of the Obligations then Outstanding, and in the absence of such notice so delivered the Trustee may conclusively assume there are no Events of Default hereunder except as aforesaid.
(h) The Trustee shall not, be required to give any bond or surety in respect of the execution of its trusts and powers hereunder.
(i) Notwithstanding anything elsewhere in this Trust Agreement contained, the Trustee shall exercise those rights have the right, but shall not be required, to demand, in respect of the authentication of any Obligations, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Trust Agreement, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the purpose of establishing the right of the University to the authentication of any Obligations, the withdrawal of any cash, or the taking of any other action by the Trustee.
(j) Before taking action under Article VI or Section 5.04 hereof the Trustee may require that a satisfactory indemnity bond be furnished by the University or Holders for the reimbursement of all expenses to which it may be put and powers vested to protect it against all liability, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct by reason of any action so taken.
(k) Unless otherwise provided herein, all moneys received by the Trustee under this Trust Agreement, until used or applied or invested as herein provided, shall be held in it trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by this Trust Agreement and or by law. The Trustee shall use not be under any liability for interest on any moneys received hereunder except such as may be agreed upon with the same degree of care as a prudent person would exercise or use in the circumstances in the conduct of such prudent person’s own affairsUniversity.
(el) No In the event that the approval or satisfaction of the Trustee is required pursuant to any provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to actAgreement, or its own willful misconductany other document relating to the Obligations, except that:
(i) this subsection such approval or satisfaction shall not be construed to affect unreasonably withheld and shall be given or withheld, as the limitation case may be, within 30 days of the Trustee’s receipt of the request by the Trustee for such approval or satisfaction.
(m) The Trustee shall not assign, transfer or set over its rights under this Trust Agreement so long as any Obligations are Outstanding other than to a successor Trustee appointed pursuant to Section 5.09 hereof.
(n) Prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred, the duties and obligations provided in subsection (c)(i) of the Trustee shall be determined solely by the express provisions of this Section 6.1 or diminish the Trustee’s right to rely on the truth of statements Trust Agreement and the correctness of opinions as provided in subsection (c)(ii) of this Section 6.1;
(ii) the Trustee shall not be liable except for any error the performance of judgment made such duties and obligations as are specifically set forth in good faith in ascertaining the pertinent facts;this Trust Agreement.
(iiio) the The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in aggregate principal amount of the Obligations Outstanding Obligations relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement;
(iv) no provision . None of the provisions contained in this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and
(v) the Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Corporation or the County) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted to be taken in good faith in reliance upon that opinion or advice.
(f) Every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1. Whenever the Trustee acts in its capacity as Trustee with respect to any document or agreement relating to the Series 2020 Notes, the provisions of this Section 6.1 shall apply to all such actions.powers
Appears in 1 contract
Samples: Trust Agreement
Trustee’s Acceptance and Responsibilities. (a) The Trustee accepts the trusts imposed upon it by this Trust AgreementIndenture, and agrees to observe and perform those trusts, but only upon and subject to the terms and conditions set forth in this Article VIArticle, to all of which the parties hereto, the County hereto and the Holders agree.:
(b) It is expressly understood and agreed that this Trust Agreement is being executed by the Trustee not in its corporate and individual capacity but solely as trustee hereunder in the exercise of the power and authority conferred and vested in it as such Trustee. It is further understood and agreed that neither the Trustee nor any director, officer, employee, agent, controlling person or nominee of the Trustee shall be personally liable for any breach of any representation or warranty of the trust incorporated herein or in any other agreement or obligation contemplated hereby and nothing herein or therein contained shall be construed as creating any liability of the Trustee in its corporate and individual capacity or as creating any liability of any director, officer, employee, agent, controlling person or nominee of the Trustee to make any payment or to perform any agreement or undertaking contained herein or therein.
(ca) Prior to the occurrence of a default or an Event of Default (as defined in section 7.01 hereof) of which the Trustee has been notified or deemed to have been notified notified, as provided in paragraph (f) of Section 6.2 6.02 hereof, or of which by that paragraph the Trustee is deemed to have notice, and after the cure or waiver of all defaults or Events of Default which may have occurred,
(i) the Trustee undertakes to perform only those duties and obligations which are set forth specifically in this Trust AgreementIndenture, and no duties or obligations shall be implied to the Trustee;
(ii) in the absence of bad faith on its part, the Trustee may rely conclusively, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the procedural requirements of this Trust AgreementIndenture; but in the case of any such certificates or opinions which by any provision hereof are required specifically to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the procedural requirements of this Trust AgreementIndenture.
(db) After the occurrence of In case a default or an Event of Default has occurred and is continuing hereunder (of which the Trustee has knowledge been notified, or is deemed to have knowledgenotice), the Trustee shall exercise those rights and powers vested in it by this Trust Agreement Indenture and shall use the same degree of care and skill in their exercise, as a prudent person man acting as a fiduciary would exercise or use in under the circumstances in the conduct of such prudent person’s own affairscircumstances.
(ec) No provision provisions of this Trust Agreement Indenture shall be construed to relieve the Trustee from liability for its own grossly gross negligent action, willful or intentional misconduct or recklessness, its own grossly gross negligent failure to act, or its own willful misconduct, except that:
(i) this subsection shall not be construed to affect the limitation of the Trustee’s 's duties and obligations provided in subsection subparagraph (c)(ia)(i) of this Section 6.1 or diminish the Trustee’s 's right to rely on the truth of statements and the correctness of opinions as provided in subsection subparagraph (c)(iia)(ii) of this Section 6.1Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by any one of its officers, unless it shall be established that the Trustee was negligent in ascertaining the pertinent facts;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Bank or the Holders of not less than at least a majority in aggregate principal amount of the Outstanding Obligations Bonds then outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement;Indenture, as provided in Sections 7.04 and 7.05 hereof; and
(iv) no provision of this Trust Agreement Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment payment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and
(v) the Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Corporation or the County) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted to be taken in good faith in reliance upon that opinion or advice.
(fd) Every Whether or not therein expressly so provided, every provision of this Trust Agreement Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1. Whenever the Trustee acts in its capacity as Trustee with respect to any document or agreement relating to the Series 2020 Notes, the provisions of this Section 6.1 shall apply to all such actions6.01.
Appears in 1 contract
Samples: Trust Indenture (Escalade Inc)
Trustee’s Acceptance and Responsibilities. (a) The Trustee accepts the trusts imposed upon it by this Trust AgreementIndenture, and agrees to observe and perform those trusts, but only upon and subject to the terms and conditions set forth in this Article VIArticle, to all of which the parties hereto, the County hereto and the Holders agree.
(b) It is expressly understood and agreed that this Trust Agreement is being executed by the Trustee not in its corporate and individual capacity but solely as trustee hereunder in the exercise of the power and authority conferred and vested in it as such Trustee. It is further understood and agreed that neither the Trustee nor any director, officer, employee, agent, controlling person or nominee of the Trustee shall be personally liable for any breach of any representation or warranty of the trust incorporated herein or in any other agreement or obligation contemplated hereby and nothing herein or therein contained shall be construed as creating any liability of the Trustee in its corporate and individual capacity or as creating any liability of any director, officer, employee, agent, controlling person or nominee of the Trustee to make any payment or to perform any agreement or undertaking contained herein or therein.
(ca) Prior to the occurrence of an “Event of Default Default” (as defined in Section 7.01 hereof) of which the Trustee has been notified or deemed to have been notified notified, as provided in paragraph (f) of Section 6.2 6.02 hereof, or of which by that paragraph the Trustee is deemed to have notice, and after the cure or waiver of all defaults or Events of Default which that may have occurred,
(i) the Trustee undertakes to perform only those duties and obligations which that are set forth specifically in this Trust AgreementIndenture, and no duties or obligations shall be implied to the Trustee;
(ii) in the absence of bad faith on its part, the Trustee may rely conclusively, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the procedural requirements of this Trust AgreementIndenture; but in the case of any such certificates or opinions which that by any provision hereof are required specifically to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the procedural requirements of this Trust AgreementIndenture.
(db) After the occurrence of In case a default or an Event of Default has occurred and is continuing hereunder (of which the Trustee has knowledge been notified, or is deemed to have knowledgenotice), the Trustee shall exercise those rights and powers vested in it by this Trust Agreement Indenture and shall use the same degree of care and skill in their exercise as a prudent person man would exercise or use in under the circumstances in the conduct of such prudent person’s his own affairs.
(ec) No provision of this Trust Agreement Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:
(i) this subsection paragraph shall not be construed to affect the limitation of the Trustee’s duties and obligations provided in subsection subparagraph (c)(ia)(i) of this Section 6.1 or diminish the Trustee’s right to rely on the truth of statements and the correctness of opinions as provided in subsection subparagraph (c)(iia)(ii) of this Section 6.1Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by any one of its officers, unless it shall be established that the Trustee was negligent in ascertaining the pertinent facts;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders under any provision of not less than a majority in principal amount of the Outstanding Obligations this Indenture relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement;Indenture; and
(iv) no provision of this Trust Agreement Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and
(v) the Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Corporation or the County) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted to be taken in good faith in reliance upon that opinion or advice.
(fd) Every Whether or not therein expressly so provided, every provision of this Trust Agreement Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1. Whenever the Trustee acts in its capacity as Trustee with respect to any document or agreement relating to the Series 2020 Notes, the provisions of this Section 6.1 shall apply to all such actions6.01.
Appears in 1 contract
Trustee’s Acceptance and Responsibilities. (a) The Trustee accepts the trusts imposed upon it by this Trust AgreementIndenture, and agrees to observe and perform those trusts, but only upon and subject to the terms and conditions set forth in this Article VIArticle, to all of which the parties hereto, the County hereto and the Holders agree.
(b) It is expressly understood and agreed that this Trust Agreement is being executed by the Trustee not in its corporate and individual capacity but solely as trustee hereunder in the exercise of the power and authority conferred and vested in it as such Trustee. It is further understood and agreed that neither the Trustee nor any director, officer, employee, agent, controlling person or nominee of the Trustee shall be personally liable for any breach of any representation or warranty of the trust incorporated herein or in any other agreement or obligation contemplated hereby and nothing herein or therein contained shall be construed as creating any liability of the Trustee in its corporate and individual capacity or as creating any liability of any director, officer, employee, agent, controlling person or nominee of the Trustee to make any payment or to perform any agreement or undertaking contained herein or therein.
(ca) Prior to the occurrence of a default or an Event of Default (as defined in Section 7.01 hereof) of which the Trustee has been notified or deemed to have been notified notified, as provided in paragraph (f) of Section 6.2 6.02 hereof, or of which by that paragraph the Trustee is deemed to have notice, and after the cure or waiver of all defaults or Events of Default which may have occurred,
(i) the Trustee undertakes to perform only those duties and obligations which are set forth specifically in this Trust AgreementIndenture, and no duties or obligations shall be implied to the Trustee;
(ii) in the absence of bad faith negligence or willful misconduct on its part, the Trustee may rely conclusively, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the procedural requirements of this Trust AgreementIndenture; but in the case of any such certificates or opinions which by any provision hereof are required specifically to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the procedural requirements of this Trust AgreementIndenture.
(db) After the occurrence of In case a default or an Event of Default has occurred and is continuing hereunder (of which the Trustee has knowledge been notified, or is deemed to have knowledgenotice), the Trustee shall exercise those rights rights, powers, duties and powers obligations vested in it by this Trust Agreement and Indenture and, in the absence of a request or direction made to the Trustee by the Holders of the requisite percentage in aggregate principal amount of Bonds outstanding pursuant to any of the provisions of Article VII hereof, shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use in under the circumstances in the conduct of such prudent person’s his own affairs.
(ec) No provision of this Trust Agreement Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:
(i) this subsection Subsection shall not be construed to affect the limitation of the Trustee’s duties and obligations provided in subsection subparagraph (c)(ia)(i) of this Section 6.1 or diminish the Trustee’s right to rely on the truth of statements and the correctness of opinions as provided in subsection subparagraph (c)(iia)(ii) of this Section 6.1Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by any one of its officers, unless it shall be established that the Trustee was negligent in ascertaining the pertinent facts;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in principal amount of the Outstanding Obligations Bonds then outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement;Indenture; and
(iv) no provision of this Trust Agreement Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and
(v) the Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Corporation or the County) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted to be taken in good faith in reliance upon that opinion or advice.
(fd) Every Whether or not therein expressly so provided, every provision of this Trust Agreement Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1. Whenever the Trustee acts in its capacity as Trustee with respect to any document or agreement relating to the Series 2020 Notes, the provisions of this Section 6.1 shall apply to all such actions6.01.
Appears in 1 contract
Trustee’s Acceptance and Responsibilities.
(a) The Trustee accepts the trusts imposed upon it by this Trust Agreement, and agrees to observe and perform those trusts, but only upon and subject to the terms and conditions set forth in this Article VI, to all of which the parties hereto, the County hereto and the Holders agree.
(b) It is expressly understood and agreed that this Trust Agreement is being executed by the Trustee not in its corporate and individual capacity but solely as trustee hereunder in the exercise of the power and authority conferred and vested in it as such Trustee. It is further understood and agreed that neither the Trustee nor any past, present or future director, officer, employee, agent, controlling person or nominee of the Trustee shall be personally liable for any breach of any representation or warranty of the trust incorporated herein or in any other agreement or obligation contemplated hereby and nothing herein or therein contained shall be construed as creating any liability of the Trustee in its corporate and individual capacity or as creating any liability of any past, present or future director, officer, employee, agent, controlling person or nominee of the Trustee to make any payment or to perform any agreement or undertaking contained herein or therein.
(c) Prior to the occurrence of an Event of Default of which the Trustee has been notified or deemed to have been notified as provided in paragraph (f) of Section 6.2 hereof, and after the cure or waiver of all defaults or Events of Default which may have occurred,
(i) the Trustee undertakes to perform only those duties and obligations which are set forth specifically in this Trust Agreement, and no duties or obligations shall be implied to the Trustee;; and
(ii) in the absence of bad faith on its part, the Trustee may rely conclusively, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the procedural requirements of this Trust Agreement; but in the case of any such certificates or opinions which by any provision hereof are required specifically to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the procedural requirements of this Trust Agreement.
(d) After the occurrence of an Event of Default of which the Trustee has knowledge or is deemed to have knowledge, the Trustee shall exercise those rights and powers vested in it by this Trust Agreement and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use in under the circumstances in the conduct of such prudent person’s its own affairs.
(e) No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:
(i) this subsection shall not be construed to affect the limitation of the Trustee’s duties and obligations provided in subsection (c)(i) of this Section 6.1 or diminish the Trustee’s right to rely on the truth of statements and the correctness of opinions as provided in subsection (c)(ii) of this Section 6.1Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by any one of its officers, unless it shall be established that the Trustee was grossly negligent in ascertaining the pertinent facts;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the Holders of not less than a majority in principal amount of the Outstanding Obligations Bonds relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement;
(iv) no provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and
(v) the Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Corporation or the CountyCity) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted to be taken in good faith in reliance upon that opinion or advice.
(f) Every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1. Whenever the Trustee acts in its capacity as Trustee with respect to any document or agreement relating to the Series 2020 Notes, the provisions of this Section 6.1 shall apply to all such actions.Article
Appears in 1 contract
Samples: Trust Agreement
