Common use of Certain Trustee Matters Clause in Contracts

Certain Trustee Matters. The recitals contained herein shall be taken as the statements of the Company and the Guarantors, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or the proper authorization or the due execution hereof or thereof by the Company or any of the Guarantors. Except as expressly set forth herein, nothing in this Supplemental Indenture shall alter the duties, rights, privileges, immunities or obligations of the Trustee set forth in the Original Indenture. The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall not be deemed to have notice of any Default or Event of Default unless the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture. The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

Certain Trustee Matters. The recitals contained herein (a) MRM shall give prompt written notice to the Property Trustee and the Indenture Trustee of any fact known to MRM that would prohibit the making of any payment to or by either such Trustee in respect of the Subordinated Indebtedness. Notwithstanding the provisions of this Subordination Agreement or any provision of the Subordinated Lending Agreements, neither Trustee shall be taken as the statements charged with knowledge of the Company existence of any facts that would prohibit the making of any payment to or by such Trustee in respect of the Subordinated Indebtedness unless and the Guarantors, and until the Trustee assumes no responsibility shall have received written notice thereof from MRM or a holder of Senior Indebtedness or from any trustee, agent or representative or attorney-in-fact therefor; provided, however, that if such -------- ------- Trustee shall not have received the notice provided for their correctness. The Trustee makes no representations as in this Section at least two Business Days prior to the validity or sufficiency of this Supplemental Indenture or the proper authorization or the due execution hereof or thereof date upon which by the Company or terms hereof any of monies may become payable for any purpose, then, anything herein contained to the Guarantors. Except as expressly set forth hereincontrary notwithstanding, nothing in such Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date, but this Supplemental Indenture provision shall alter not affect the duties, rights, privileges, immunities rights or obligations of the other Subordinated Lenders under Section 2.2(e). (b) Each such Trustee set forth shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or herself to be a holder of Senior Indebtedness (or a trustee, agent, representative or attorney- in-fact therefor) to establish that such notice has been given by a holder of Senior Indebtedness (or a trustee, agent, representative or attorney-in-fact therefor). In the event that such Trustee determines in good faith that further evidence is required with respect to the Original Indenture. The right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Subordination Agreement, such Trustee may request such Person to furnish evidence to the reasonable satisfaction of such Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. (c) Upon any payment or distribution of assets referred to in this Subordination Agreement, each such Trustee shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which any proceeding referred to in Section 2.2(c) is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Person subject to such proceeding, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Subordination Agreement. (d) No such Trustee, in its capacity as such, shall be deemed to owe any fiduciary duty to the holder of Senior Indebtedness and shall not be liable for to any action taken, suffered, or omitted to be taken by such holders if it shall in good faith mistakenly pay over or distribute to Subordinated Lenders or to any other Person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Subordination Agreement or otherwise. (e) Each such Trustee in its individual capacity shall be entitled to all the rights set forth in this Subordination Agreement with respect to any Senior Indebtedness that may at any time be held by it, to the same extent as any other holder of Senior Indebtedness, and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by nothing in this Indenture. In no event Subordination Agreement shall the deprive such Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever of its rights as such holder. (includingf) The Property Trustee and the Indenture Trustee may conclusively assume that no Default has occurred, but the Subordination Period has not limited to, loss expired and that all amounts owed upon Senior Indebtedness have not been indefeasibly paid in full in cash unless and until it has received written notice of profit) irrespective of whether such Default or the Trustee has been advised expiration of the likelihood Subordination Period or of such loss or damage and regardless payment, as the case may be. (g) For purposes of the form of action. The Trustee this Section 3.10, all references to "Trustee" shall not be deemed to have notice of any Default or Event of Default unless include the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Indenture Trustee, and such notice references the Securities and this Indenture. The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

Certain Trustee Matters. The recitals contained herein shall be taken as the statements of the Company and the Guarantors, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Fourth Supplemental Indenture or the Securities (including for the avoidance of doubt the 2018 Securities and the 2018 Interest Securities) or the proper authorization or the due execution hereof or thereof by the Company or any of the GuarantorsCompany. Except as expressly set forth herein, nothing in this Fourth Supplemental Indenture shall alter the duties, rights, privileges, immunities rights or obligations of the Trustee set forth in the Original Indenture. The Trustee makes no representation or warranty as to the validity or sufficiency of the information contained in any prospectus supplement or other disclosure documentation related to the Securities. The Trustee shall not be liable have no responsibility for the existence, genuineness or value of any action takenof the Collateral or for the validity, sufferedperfection, continuation, priority or enforceability of the security interests in any of the Collateral, or omitted for the actions or omissions of the Collateral Agent. Without limiting the foregoing paragraph, at any time that the security granted pursuant to be taken by the Security and Pledge Agreement has become enforceable and the Holders have given a direction to the Trustee to enforce such security, the Trustee is not required to give any direction to the Collateral Agent with respect thereto unless it has been indemnified or secured to its satisfaction in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by accordance with this Indenture. In no event shall any event, in connection with any enforcement of such security, the Trustee be is not responsible for: (a) any failure of the Collateral Agent to enforce such security within a reasonable time or liable at all; (b) any failure of the Collateral Agent to pay over the proceeds of enforcement of the security; (c) any failure of the Collateral Agent to realize such security for special, indirect, or consequential loss or damage the best price obtainable; (d) monitoring the activities of the Collateral Agent in relation to such enforcement; (e) taking any kind whatsoever enforcement action itself in relation to such security; (including, but not limited to, loss f) agreeing to any proposed course of profit) irrespective of whether action by the Collateral Agent which could result in the Trustee has been advised incurring any liability for its own account; or 50 (g) paying any fees, costs or expenses of the likelihood of such loss or damage and regardless of the form of actionCollateral Agent. The Trustee shall be under no obligation to insure any of the Collateral or any certificate, note, bond or other evidence in respect thereof, or to require any other Person to maintain any such insurance and shall not be responsible for any loss, expense or liability which may be suffered as a result of any assets comprised in the Collateral being uninsured or inadequately insured. By its holding of a 2018 Security and/or 2018 Interest Security each Holder shall be deemed to have notice of any Default or Event of Default unless directed the Trustee has actual knowledge thereof or unless written notice of to execute and perform the Security and Pledge Agreement and any event other Security Documents to which it is in fact such to be a default is received party and shall be deemed to have approved the respective terms thereof. Any actions taken by the Trustee at under the Corporate Trust Office of Security Documents shall be considered actions taken pursuant to the Trustee, and such notice references the Securities and this Indenture. The Notwithstanding the amendments to the Indenture effected by this Fourth Supplemental Indenture, the rights, privileges, protections, immunities protections and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, privileges of the Trustee in each respect of the Securities referenced in the Indenture as amended prior to the effect of this Fourth Supplemental Indenture, including its capacities hereunderrights under Section 8.07, and each agent, custodian and other Person employed to act hereundershall remain in effect.