1987-139 - Laserfiche WebLink

Home Browse Search

0 The Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture except for its own willful misconduct or negligence. Notwithstanding any provision of this Indenture, except as specifically provided in this Indenture, the Trustee shall have no duty, obligation or responsibility to monitor the activities or actions of the Registrar and Paying Agent and shall have no liability whatsoever for any negligence or misconduct of the Registrar or Paying Agent in connection with its duties hereunder whether or not the Registrar and Paying Agent is acting as agent of the Trustee hereunder. Section 6.03. Evidence on which Trustee May Act. The Trustee may rely conclusively, and shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Indenture, upon any resolution, order, notice, request, consent, waiver, certificate, statement, affidavit, requisition, bond or other paper or document that it shall in good faith reasonably believe to be genuine and to have adopted or signed by the proper board or person or to have been prepared and furnished pursuant to any of the provisions of this Indenture, or upon the written opinion of any counsel, architect, engineer, insurance consultant, management consultant or accountant reasonably believed by the Trustee to be qualified in relation to the subject matter, and the Trustee shall be under no duty to make any investigation or inquiry into any statements contained or matters referred to in any such instrument. The Trustee shall not be under any obligation to see to the recording or filing of this Indenture, or otherwise to the giving to any person of notice of the provisions hereof except as expressly required in connection with this Indenture or Loan Agreement. Except as other wise provided in this Indenture, any request, notice, certificate or other instrument from the Issuer, the Borrower or NRC, to the Trustee shall be deemed to have been signed by the proper party or parties if signed by an Authorized Officer of the Issuer, the Borrower or NHC, as the case may be, and the Trustee may accept and rely upon a certificate signed by an Authorize Officer (i) of the Issuer, as to any action taken by the Issuer, (ii) of the Borrower, as to any action taken by the Borrower and (iii) of NHC, as to any action taken by NHC. The Trustee may consult with counsel, who may or may not be Bond Counsel or counsel to the Issuer, the Borrower, NHC or the Credit Facility Provider, and the opinion of such counsel with respect to matters of law shall be full and complete authorization and protection in respect of any action taken or suffered by it in good faith and in accordance therewith. Whenever the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under this Indenture, unless other evidence in respect thereof be hereby specifically prescribed, such matter may be deemed to be conclusively proved and established by a certificate signed by an Authorized Officer of 42