Trust Capacity. The parties hereto agree that all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Agreement and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate. Therefore, anything contained in this Agreement or such other agreements to the contrary notwithstanding (except for any express provisions that the Owner Trustee is responsible for in its individual capacity), no recourse shall be had with respect to this Agreement or such other agreements against the Owner Trustee in its individual capacity or against any institution or Person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them; provided, however, that this Section 14(g) shall not be construed to prohibit any action or proceeding against any party hereto for its own willful misconduct or grossly negligent conduct for which it would otherwise be liable; and provided, further, that nothing contained in this Section 14(g) shall be construed to limit the exercise and enforcement in accordance with the terms of this Agreement or such other agreements of rights and remedies against the Trust Estate. The foregoing provisions of this Section 14(g) shall survive the termination of this Agreement and the other Operative Documents.
Trust Capacity. Notwithstanding anything contained in this Agreement to the contrary, the representations, warranties, covenants and agreements made herein by the Trust are made solely with respect to the Trust and the Covered Shares. The Trust is entering into this Agreement solely in its capacity as the Beneficial Owner of such Covered Shares and nothing herein shall limit or affect any actions taken by any officer or director of the Company (or a Subsidiary of the Company) solely in his or her capacity as a director or officer of the Company (or a Subsidiary of the Company), including, without limitation, to the extent applicable, participating in his or her capacity as a director of the Company in any discussions or negotiations in accordance with Section 5.2(b) of the Merger Agreement. Nothing contained herein, and no action taken by the Trust or Xx. Xxxxx pursuant hereto, shall be deemed to constitute the parties as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the parties are in any way acting in concert or as a group with respect to the obligations or the transactions contemplated by this Agreement.
Trust Capacity. In executing and delivering this -------------- Agreement and any other Program Document, Wilmington Trust Company acts solely as Owner Trustee of PLT Finance Trust 1997-1 and not in any individual capacity, and all persons having any claim against Wilmington Trust Company by reason of the transactions contemplated hereby shall not have any recourse to Wilmington Trust Company in its individual capacity.
Trust Capacity. 68 (h) Section 1110................................69 SECTION 15. EXPENSES.........................................69 (a) Invoices And Payment........................69 (b) Payment of Other Expenses...................69 SECTION 16. REFINANCINGS....................................70 (a) Refinancing Generally......................70 (b) Limitation on Redemption....................73 ANNEXES ANNEX A - Definitions SCHEDULES SCHEDULE I - Names and Addresses SCHEDULE II - Commitments SCHEDULE III - Pass Through Trust Agreement and Pass Through Trust Supplements SCHEDULE IV - [Deferred Equity Payments]1 EXHIBITS Exhibit A - Form of Opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois), special counsel for Lessee Exhibit B - Form of Opinion of Lessee's Legal Department Exhibit C - Form of Opinion of Xxxxxxxx Chance Regarding Manufacturer Documents Exhibit D - Form of Opinion of Ray, Xxxxxxx & Xxxxxxx, special counsel for the Owner Trustee Exhibit E-1 - Form of Opinion of [-], special counsel for the Owner Participant Exhibit E-2 - Form of Opinion of Owner Participant's in-house counsel Exhibit F - Form of Opinion of Xxxxx & Xxxxxxx, P.C., special FAA Counsel Exhibit G - Form of Opinion of Xxxxxxx Xxxx LLP, special counsel for the Indenture Trustee Exhibit H - Form of Opinion of Xxxxxxx Xxxx LLP, special counsel for the Pass Through Trustee Exhibit I - Form of Opinion of Xxxxxxx Xxxx LLP, special counsel for the Subordination Agent -------- 1 For Deferred Equity Transactions Only. PARTICIPATION AGREEMENT (US Airways, Inc. Trust No. N___U_) THIS PARTICIPATION AGREEMENT (US Airways, Inc. Trust No. N___U_) dated as of [-] (as amended, supplemented or otherwise modified from time to time, this "Agreement") among (i) US AIRWAYS, INC., a Delaware corporation (together with its successors and permitted assigns, the "Lessee", (ii) [-], a [-] (together with its successors and permitted assigns, the "Owner Participant"), (iii) STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as otherwise provided herein, but solely as pass through trustee under each of two separate Pass Through Trust Agreements (in such capacity, together with its successors and permitted assigns, the "Pass Through Trustee"), subordination agent and trustee under the Intercreditor Agreement (in such capacity, together with its successors and permitted assigns, the "Subordination Agent"), and Indenture Trustee ...
Trust Capacity. The Owner Trustee is executing this Agreement on behalf of the Trust solely as trustee under the Trust Agreement, except as expressly provided herein, and the Indenture Trustee is entering into this Agreement solely as trustee as provided in the Indenture and, except as expressly provided herein, not in its individual capacity, and, except as expressly provided herein, in no case whatsoever shall either of them be liable in its individual capacity for any of the statements, representations, warranties, agreements or obligations of the Trust or the Indenture Trustee, as the case may be, hereunder or for any loss in respect thereof, as to all of which the parties agree to look solely to the Trust Estate and the Indenture Estate respectively; provided, however, that the Owner Trustee and the Indenture Trustee in their respective individual capacities shall be liable hereunder for gross negligence or willful misconduct. The Trust Company in its individual capacity hereby covenants to Southwest that it will promptly remove any Owner's Liens on the Trust Estate arising by, through or under the Trust Company.
Trust Capacity. 47 SCHEDULES SCHEDULE I COMPANIES, FUNDS, SHARES AND RELATED MATTERS SCHEDULE II ALLOCATION PROCEDURES SCHEDULE III BANKRUPTCY REMOTE COVENANTS SCHEDULE IV CONTINGENT DEFERRED SALES CHARGES SCHEDULE V SCHEDULE OF TRANSFERABLE NASD CAP SCHEDULE X RULES OF CONSTRUCTION; DEFINITIONS EXHIBITS EXHIBIT A FORM OF SELLER'S TRANSFER AGREEMENT EXHIBIT B FORM OF INITIAL PURCHASE AGREEMENT EXHIBIT C FORM OF TRANSFEROR'S TRANSFER AGREEMENT EXHIBIT D FORM OF PROGRAM SERVICER AGENT AGREEMENT EXHIBIT E FORM OF PROGRAM FUNDING AND COLLECTION AGENCY AGREEMENT EXHIBIT F FORM OF DISTRIBUTION PLAN EXHIBIT G FORM OF DISTRIBUTOR'S CONTRACT EXHIBIT H FORM OF PRINCIPAL SHAREHOLDER SERVICER'S AGREEMENT EXHIBIT I FORM OF SHAREHOLDER SERVICER'S AGREEMENT EXHIBIT J FORM OF IRREVOCABLE PAYMENT INSTRUCTION EXHIBIT K FORMS OF OPINIONS EXHIBIT L FORM OF INVESTOR REPORT EXHIBIT M FORM OF ADDITIONAL ELIGIBLE FUND ADDENDUM iii FEDERATED INVESTORS PROGRAM MASTER AGREEMENT THIS FEDERATED INVESTORS PROGRAM MASTER AGREEMENT (this "Agreement"), --------- dated as of October 24, 1997, among FEDERATED INVESTORS, a Delaware business trust (together with its permitted successors and assigns, the "Parent"), FEDERATED FUNDING 1997-1, INC., a Delaware corporation (together with its permitted successors and assigns, in its capacity as seller hereunder and as beneficial owner of the Initial Purchaser, the "Seller"), FEDERATED INVESTORS MANAGEMENT COMPANY, a Pennsylvania corporation (together with its permitted successors and assigns, the "Transferor"), FEDERATED SECURITIES CORP., a Pennsylvania corporation (together with its permitted successors and assigns, the "Distributor"), WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of the PLT FINANCE TRUST 1997-1 (together with its permitted successors and assigns, the "Initial Purchaser"), PLT FINANCE, L.P. (together with its permitted successors and assigns, the "Revolving Purchaser" and together with the Initial Purchaser, the "Purchasers"), XXXXXX, XXXXXX & XXXXXXXX INC., a Delaware corporation (together with its permitted successors and assigns, the "Program Administrator") and BANKERS TRUST COMPANY, not in its individual capacity but solely as Funding and Collection Agent except as otherwise expressly provided (together with its permitted successors and assigns in such capacity, the "Funding and Collection Agent").
