No Liability of Trustee. (a) The Trustee shall not be liable to anyone for any delay in the delivery of any property to the Corporation or the City, for any default on the part of any supplier, manufacturer, or builder, or for any defect in any of the property or in the title thereto, nor shall anything herein be construed as a warranty on the part of the Trustee in respect thereof or as a representation in respect of the title thereto. The Trustee shall not be liable for actions taken in good faith, or actions taken at the direction of the Bondholders owning a requisite percentage of the Parity Bonds. The Trustee shall not be liable for costs, expenses, suits, judgments, actions, claims, losses, damages, and liabilities whatsoever, including consequential damages, litigation and court costs, amounts paid in settlement, amounts paid to discharge judgments, and legal fees and expenses, directly or indirectly arising out of (i) the use, maintenance, condition, or management of, or from any work or thing done in connection with, the Project by any third party; (ii) any act of negligence of any third party or of any officer, agent, contractor, servant, employee, licensee, or invitee of such third party in connection with the Project or the Lease Agreement; or (iii) the authorization of payment of costs by any third party who is not acting as an attorney, agent, or servant of the Trustee. (b) The Trustee may perform its powers and duties hereunder by or through such attorneys, agents, and servants as it shall appoint, shall be entitled to rely conclusively upon the advice of counsel and shall be answerable for only its own negligence or willful misconduct and not for any negligence or willful misconduct of any attorney, agent, or servant appointed by it with reasonable care. The Trustee shall not be responsible in any way for the recitals herein contained or for the execution (except for its own execution) or validity of this Second Supplement or of the Parity Bonds or for any mistake of fact or law. IN NO EVENT SHALL THE TRUSTEE BE LIABLE TO ANY PARTY OR THIRD PARTY FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOSS OF BUSINESS ARISING UNDER OR IN CONNECTION WITH THIS SECOND SUPPLEMENT OR THE OTHER FINANCING DOCUMENTS OR THE OWNERSHIP OF THE BALLPARK, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION. THE TRUSTEE SHALL NOT BE RESPONSIBLE OR LIABLE TO ANY BONDHOLDER TO PAY ANY INTEREST, PRINCIPAL, OR PREMIUM DUE OR TO BECOME DUE ON THE PARITY BONDS EXCEPT OUT OF FUNDS AVAILABLE TO THE TRUSTEE IN THE TRUST FUND OR ANY ACCOUNT THEREIN (EXCLUDING THE REBATE ACCOUNT AND THE OPERATING FUND).
Appears in 1 contract
Sources: Trust Agreement
No Liability of Trustee. (a) The Trustee shall not be liable to anyone for any delay in the delivery of any property to the Corporation or the City, for any default on the part of any supplier, manufacturer, or builder, or for any defect in any of the property or in the title thereto, nor shall anything herein be construed as a warranty on the part of the Trustee in respect thereof or as a representation in respect of the title thereto. The Trustee shall not be liable for actions taken any error of judgment or act done by Trustee in good faith, or actions taken at the direction of the Bondholders owning a requisite percentage of the Parity Bondsbe otherwise responsible or accountable under any circumstances whatsoever (including Trustee’s negligence), except for Trustee’s gross negligence or willful misconduct. The Trustee shall not have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be liable for coststaken by him hereunder, expensesbelieved by him in good faith to be genuine. By accepting or approving anything required to be observed, suits, judgments, actions, claims, losses, damages, and liabilities whatsoever, including consequential damages, litigation and court costs, amounts paid in settlement, amounts paid to discharge judgments, and legal fees and expenses, directly or indirectly arising out of (i) the use, maintenance, conditionperformed, or management offulfilled or to be given to Trustee or Agent pursuant to the Loan Documents, including, without limitation, any officer’s certificate, balance sheet, statement of profit and loss or other financial statement, survey, appraisal or insurance policy, neither Trustee nor Agent shall be deemed to have warranted, consented to, or from any work affirmed the sufficiency, legality, effectiveness or thing done in connection withlegal effect of the same, the Project by any third party; (ii) any act of negligence of any third party or of any officerterm, agent, contractor, servant, employee, licenseeprovision, or invitee of such third party in connection with the Project or the Lease Agreement; or (iii) the authorization of payment of costs by any third party who is not acting as an attorney, agent, or servant of the Trustee.
(b) The Trustee may perform its powers and duties hereunder by or through such attorneys, agentscondition thereof, and servants as it shall appoint, shall be entitled to rely conclusively upon the advice of counsel and shall be answerable for only its own negligence such acceptance or willful misconduct and not for any negligence or willful misconduct of any attorney, agent, or servant appointed by it with reasonable care. The Trustee approval thereof shall not be responsible or constitute any warranty or affirmation with respect thereto by Trustee or Agent. All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any way for the recitals herein contained or for the execution manner from any other moneys (except to the extent required by law), and Trustee shall be under no liability for interest on any moneys received by him hereunder. Grantor hereby ratifies and confirms any and all acts which the herein named Trustee or its own execution) successor or validity successors, substitute or substitutes, in this trust, shall do lawfully by virtue hereof. Grantor will reimburse Trustee for, and save him harmless against, any and all liability and expenses which may be incurred by him in the performance of this Second Supplement or its duties. The foregoing indemnity shall not terminate upon discharge of the Parity Bonds Secured Obligations or for any mistake of fact foreclosure, release or lawother termination hereof. IN NO EVENT SHALL THE TRUSTEE BE LIABLE TO ANY PARTY OR THIRD PARTY FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOSS OF BUSINESS ARISING UNDER OR IN CONNECTION WITH THIS SECOND SUPPLEMENT OR THE OTHER FINANCING DOCUMENTS OR THE OWNERSHIP OF THE BALLPARK, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION. THE TRUSTEE SHALL NOT BE RESPONSIBLE OR LIABLE TO ANY BONDHOLDER TO PAY ANY INTEREST, PRINCIPAL, OR PREMIUM DUE OR TO BECOME DUE ON THE PARITY BONDS EXCEPT OUT OF FUNDS AVAILABLE TO THE TRUSTEE IN THE TRUST FUND OR ANY ACCOUNT THEREIN (EXCLUDING THE REBATE ACCOUNT AND THE OPERATING FUND).CHICAGO/#2321273.5
Appears in 1 contract
Sources: Deed of Trust (Emeritus Corp\wa\)