Concerning the Owner Trustee. (a) The Trust is a Delaware statutory trust and a separate legal entity under the Delaware Statutory Trust Act and pursuant to such act a trustee, when acting in such capacity, is not personally liable for any act, omission or obligation of a statutory trust. In furtherance thereof, the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Computershare Delaware Trust Company, not individually or personally but solely as Owner Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, covenants, undertakings and agreements herein made on the part of the Owner Trustee or the Trust is made and intended not as personal representations, covenants, undertakings and agreements by Computershare Delaware Trust Company but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Computershare Delaware Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein of the Owner Trustee or the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Computershare Delaware Trust Company has not verified or made any investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Trust or any other party in this Agreement and (e) under no circumstances shall Computershare Delaware Trust Company be personally liable for the payment of any indebtedness or expenses of the Owner Trustee or the Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Owner Trustee or the Trust under this Agreement or any other related documents. (b) The Owner Trustee shall not be deemed to have actual knowledge or notice of any event or information, including any Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Responsible Officer of the Owner Trustee actually knows of such event or information or a Responsible Officer of the Owner Trustee receives written notice of such event or information. Absent actual knowledge of a Responsible Officer of the Owner Trustee or receipt of written notice by a Responsible Officer of the Owner Trustee in accordance with this Section, the Owner Trustee may conclusively assume that no such event has occurred. The Owner Trustee shall have no obligation to inquire into, or investigate as to, the occurrence of any such event (including any Event of Default). For purposes of determining the Owner Trustee's responsibility and liability hereunder, whenever reference is made in this Agreement to any event (including an Event of Default), such reference shall be construed to refer only to such event of which the Owner Trustee has received written notice or of which a Responsible Officer of the Owner Trustee has actual knowledge.
Appears in 3 contracts
Sources: Sale and Servicing Agreement (Vroom, Inc.), Sale and Servicing Agreement (Vroom, Inc.), Sale and Servicing Agreement (Vroom, Inc.)
Concerning the Owner Trustee. (a) The Except as otherwise expressly required by Section 1 of this Trust is a Delaware statutory trust and a separate legal entity under the Delaware Statutory Trust Act and pursuant to such act a trustee, when acting in such capacity, is not personally liable for any act, omission or obligation of a statutory trust. In furtherance thereofAgreement, the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Computershare Delaware Trust Company, not individually or personally but solely as Owner Trustee shall not have any duty or liability with respect to the administration of the Trust, in the exercise investment of the powers Trust’s property or the payment of dividends or other distributions of income or principal to the Trust’s beneficiaries, and authority conferred and vested in it, (b) each of the representations, covenants, undertakings and agreements herein made no implied obligations shall be inferred from this Trust Agreement on the part of the Owner Trustee or the Trust is made and intended not as personal representations, covenants, undertakings and agreements by Computershare Delaware Trust Company but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Computershare Delaware Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein of the Trustee. The Owner Trustee or the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Computershare Delaware Trust Company has shall not verified or made any investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Trust or any other party in this Agreement and (e) under no circumstances shall Computershare Delaware Trust Company be personally liable for the payment of any indebtedness or expenses of the Owner Trustee or the Trust or be liable for the breach acts or failure omissions of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Depositor nor shall the Owner Trustee be liable for any act or omission by it in good faith in accordance with the Trust under this Agreement or any other related documentsdirections of the Depositor.
(b) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to the same but only upon the terms of this Trust Agreement. The Owner Trustee shall not be deemed to have actual knowledge personally liable under any circumstances, except for its own willful misconduct or notice gross negligence. In particular, but not by way of limitation:
(i) The Owner Trustee shall not be personally liable for any event error of judgment made in good faith by an officer or information, including any Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Responsible Officer employee of the Owner Trustee actually knows Trustee;
(ii) No provision of such event or information or a Responsible Officer of this Trust Agreement shall require the Owner Trustee receives written notice to expend or risk its personal funds or otherwise incur any financial liability in the performance of such event its rights or information. Absent actual knowledge of a Responsible Officer of duties hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or receipt of written notice by a Responsible Officer of adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(iii) Under no circumstance shall the Owner Trustee be personally liable for any representation, warranty, covenant or indebtedness of the Trust;
(iv) The Owner Trustee shall not be personally responsible for or in accordance with respect of the genuineness, form or value of the Trust property, the validity or sufficiency of this SectionTrust Agreement or for the due execution hereof by the Depositor;
(v) In the event that the Owner Trustee is unsure of the course of action to be taken by it hereunder, the Owner Trustee may conclusively assume request instructions from the Depositor and to the extent the Owner Trustee follows such instructions in good faith it shall not be liable to any person. In the event that no instructions are provided within the time requested by the Owner Trustee, it shall have no duty or liability for its failure to take any action or for any action it takes in good faith;
(vi) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Depositor; and
(vii) The Owner Trustee shall not be personally liable for (x) special, consequential, indirect or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the reasonable control of the Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; and
(viii) To the extent that, at law or in equity, the Owner Trustee has duties and liabilities relating thereto to the Depositor or the Trust, the Depositor agrees that such event has occurredduties and liabilities are replaced by the terms of this Trust Agreement.
(c) The Owner Trustee shall incur no liability to anyone in acting upon any document believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the Depositor, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.
(d) In the exercise or administration of the trusts hereunder, the Owner Trustee (i) may act directly or, at the expense of the Trust, through agents or attorneys, and the Owner Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have no obligation to inquire intobeen selected by the Owner Trustee in good faith, and (ii) may, at the expense of the Trust, consult with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or investigate as to, omitted in good faith by it in accordance with the occurrence advice or opinion of any such event counsel, accountants or other experts.
(including any Event of Default). For purposes of determining the Owner Trustee's responsibility and liability hereunder, whenever reference is made e) Except as expressly provided in this Agreement to any event (including an Event of Default)Section 2, such reference shall be construed to refer only to such event of which in accepting and performing the trusts hereby created, the Owner Trustee has received written notice or of which a Responsible Officer of acts solely as trustee hereunder and not in its individual capacity, and all persons having any claim against the Owner Trustee has actual knowledgeby reason of the transactions contemplated by this Trust Agreement shall look only to the Trust’s property for payment or satisfaction thereof.
Appears in 3 contracts
Sources: Trust Agreement (Dynamic Shares Trust), Trust Agreement (Dynamic Shares Trust), Trust Agreement (Dynamic Shares Trust)
Concerning the Owner Trustee. (a) The Except as otherwise expressly required by Section 1 of this Trust is a Delaware statutory trust and a separate legal entity under the Delaware Statutory Trust Act and pursuant to such act a trustee, when acting in such capacity, is not personally liable for any act, omission or obligation of a statutory trust. In furtherance thereofAgreement, the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Computershare Delaware Trust Company, not individually or personally but solely as Owner Trustee shall not have any duty or liability with respect to the administration of the Trust, in the exercise investment of the powers Trust's property or the payment of dividends or other distributions of income or principal to the Trust's beneficiaries, and authority conferred and vested in it, (b) each of the representations, covenants, undertakings and agreements herein made no implied obligations shall be inferred from this Trust Agreement on the part of the Owner Trustee or the Trust is made and intended not as personal representations, covenants, undertakings and agreements by Computershare Delaware Trust Company but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Computershare Delaware Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein of the Trustee. The Owner Trustee or the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Computershare Delaware Trust Company has shall not verified or made any investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Trust or any other party in this Agreement and (e) under no circumstances shall Computershare Delaware Trust Company be personally liable for the payment of any indebtedness or expenses of the Owner Trustee or the Trust or be liable for the breach acts or failure omissions of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Sponsor nor shall the Owner Trustee be liable for any act or omission by it in good faith in accordance with the Trust under this Agreement or any other related documentsdirections of the Sponsor.
(b) The Owner Trustee accepts the trust ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to the same but only upon the terms of this Trust Agreement. The Owner Trustee shall not be deemed to have actual knowledge personally liable under any circumstances, except for its own bad faith, willful misconduct or notice gross negligence. In particular, but not by way of limitation:
(i) The Owner Trustee shall not be personally liable for any event error of judgment made in good faith by an officer or information, including any Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Responsible Officer employee of the Owner Trustee actually knows Trustee;
(ii) No provision of such event or information or a Responsible Officer of this Trust Agreement shall require the Owner Trustee receives written notice to expend or risk its personal funds or otherwise incur any financial liability in the performance of such event its rights or information. Absent actual knowledge of a Responsible Officer of duties hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or receipt of written notice by a Responsible Officer of adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(iii) Under no circumstance shall the Owner Trustee be personally liable for any representation, warranty, covenant or indebtedness of the Trust;
(iv) The Owner Trustee shall not be personally responsible for or in accordance with respect of the genuineness, form or value of the Trust property, the validity or sufficiency of this SectionTrust Agreement or for the due execution hereof by the Sponsor;
(v) In the event that the Owner Trustee is unsure of the course of action to be taken by it hereunder, the Owner Trustee may conclusively assume request instructions from the Sponsor and to the extent the Owner Trustee follows such instructions in good faith it shall not be liable to any person. In the event that no such event has occurred. instructions are provided within the time requested by the Owner Trustee, it shall have no duty or liability for its failure to take any action or for any action it takes in good faith;
(vi) All funds deposited with the Owner Trustee hereunder, if any, may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Sponsor;
(vii) The Owner Trustee shall have no obligation to inquire intonot be personally liable for (x) special, indirect, consequential or investigate as topunitive damages, however styled, including, without limitation, lost profits, (y) the occurrence acts or omissions of any such event nominee, correspondent, clearing agency or securities depository through which it holds the Trust's securities or assets or (including z) any Event losses due to forces beyond the reasonable control of Default). For purposes of determining the Owner Trustee's responsibility , including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and liability hereunderinterruptions, whenever reference is made loss or malfunctions of utilities, communications or computer (software and hardware) services; and
(viii) To the extent that, at law or in this Agreement to any event (including an Event of Default)equity, such reference shall be construed to refer only to such event of which the Owner Trustee has received written notice duties and liabilities relating thereto to the Sponsor or the Trust, the Sponsor agrees that such duties and liabilities are replaced by the terms of this Trust Agreement.
(c) The Owner Trustee shall incur no liability to anyone in acting upon any document believed by it to be genuine and believed by it to be signed by the proper party or parties. As to any fact or matter the manner of ascertainment of which a Responsible Officer of is not specifically prescribed herein, the Owner Trustee has actual knowledgemay for all purposes hereof rely on a certificate, signed by the Sponsor, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.
(d) Except as expressly provided in this Section 2, in accepting and performing the trust hereby created, the Owner Trustee acts solely as trustee hereunder and not in its individual capacity, and all persons or entities having any claim against the Owner Trustee by reason of the transactions contemplated by this Trust Agreement shall look only to the Trust's property for payment or satisfaction thereof.
Appears in 2 contracts
Sources: Trust Agreement, Trust Agreement
Concerning the Owner Trustee. (a) The Trust This Amendment is a Delaware statutory trust executed and a separate legal entity under delivered by WSFS as Verification Agent and as Owner Trustee for the Delaware Statutory Trust Act and pursuant to such act a trustee, when Borrower. To the extent WSFS is acting in such capacityits capacity as Owner Trustee to the Borrower, it is not personally liable for any act, omission or obligation of a statutory trust. In furtherance thereof, expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement Amendment is executed and delivered by Computershare Delaware Trust CompanyWSFS, not individually or personally personally, but solely as Owner Trustee of and as Owner Trustee for the TrustBorrower, in the exercise of the powers and authority conferred and vested in it, pursuant to the Borrower Trust Agreement, (b) each of the representations, covenants, undertakings and agreements herein made on the part of the Owner Trustee or the Trust Borrower is made and intended not as personal representations, covenants, undertakings and agreements by Computershare Delaware Trust Company WSFS but is made and intended for the purpose of binding only the TrustOwner Trustee and the Borrower, as applicable, and (c) except for malfeasance or gross violation of its fiduciary duties as owner trustee (i) nothing herein contained shall be construed as creating any liability on Computershare Delaware Trust CompanyWSFS, individually or personally, to perform any covenant either expressed or implied contained herein of the Owner Trustee or the Trustherein, all such liability, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto, (dii) Computershare Delaware Trust Company WSFS has not verified or made any no investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Trust or any other party Borrower in this Agreement Amendment and (eiii) under no circumstances shall Computershare Delaware Trust Company WSFS be personally liable for the payment of any indebtedness or expenses of the Owner Trustee or the Trust Borrower or be personally liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Owner Trustee or the Trust Borrower under this Agreement Amendment or any other related documents. Notwithstanding any provision to the contrary contained herein, this provision does not affect the duties and liabilities of WSFS as set forth in the Borrower Trust Agreement. The foregoing does not affect (i) the obligation of the Borrower to perform its covenants either expressed or implied contained herein or to pay any indebtedness or expenses of the Borrower or (ii) the liability of the Borrower for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower under this Amendment or any other related documents.
(b) The Owner Trustee shall not be deemed to have actual knowledge or notice of any event or information, including any Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Responsible Officer of the Owner Trustee actually knows of such event or information or a Responsible Officer of the Owner Trustee receives written notice of such event or information. Absent actual knowledge of a Responsible Officer of the Owner Trustee or receipt of written notice by a Responsible Officer of the Owner Trustee in accordance with this Section, the Owner Trustee may conclusively assume that no such event has occurred. The Owner Trustee shall have no obligation to inquire into, or investigate as to, the occurrence of any such event (including any Event of Default). For purposes of determining the Owner Trustee's responsibility and liability hereunder, whenever reference is made in this Agreement to any event (including an Event of Default), such reference shall be construed to refer only to such event of which the Owner Trustee has received written notice or of which a Responsible Officer of the Owner Trustee has actual knowledge.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Upstart Holdings, Inc.)
Concerning the Owner Trustee. (a) The Except as otherwise expressly required by Section 1 of this Trust is a Delaware statutory trust and a separate legal entity under the Delaware Statutory Trust Act and pursuant to such act a trustee, when acting in such capacity, is not personally liable for any act, omission or obligation of a statutory trust. In furtherance thereofAgreement, the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Computershare Delaware Trust Company, not individually or personally but solely as Owner Trustee shall not have any duty or liability with respect to the administration of the Trust, in the exercise investment of the powers Trust's property or the payment of dividends or other distributions of income or principal to the Trust's beneficiaries, and authority conferred and vested in it, (b) each of the representations, covenants, undertakings and agreements herein made no implied obligations shall be inferred from this Trust Agreement on the part of the Owner Trustee or the Trust is made and intended not as personal representations, covenants, undertakings and agreements by Computershare Delaware Trust Company but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Computershare Delaware Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein of the Trustee. The Owner Trustee or the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Computershare Delaware Trust Company has shall not verified or made any investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Trust or any other party in this Agreement and (e) under no circumstances shall Computershare Delaware Trust Company be personally liable for the payment of any indebtedness or expenses of the Owner Trustee or the Trust or be liable for the breach acts or failure omissions of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Depositor nor shall the Owner Trustee be liable for any act or omission by it in good faith in accordance with the Trust under this Agreement or any other related documentsdirections of the Depositor.
(b) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to the same but only upon the terms of this Trust Agreement. The Owner Trustee shall not be deemed to have actual knowledge personally liable under any circumstances, except for its own willful misconduct or notice gross negligence. In particular, but not by way of limitation:
(i) The Owner Trustee shall not be personally liable for any event error of judgment made in good faith by an officer or information, including any Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Responsible Officer employee of the Owner Trustee actually knows Trustee;
(ii) No provision of such event or information or a Responsible Officer of this Trust Agreement shall require the Owner Trustee receives written notice to expend or risk its personal funds or otherwise incur any financial liability in the performance of such event its rights or information. Absent actual knowledge of a Responsible Officer of duties hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or receipt of written notice by a Responsible Officer of adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(iii) Under no circumstance shall the Owner Trustee be personally liable for any representation, warranty, covenant or indebtedness of the Trust;
(iv) The Owner Trustee shall not be personally responsible for or in accordance with respect of the genuineness, form or value of the Trust property, the validity or sufficiency of this SectionTrust Agreement or for the due execution hereof by the Depositor;
(v) In the event that the Owner Trustee is unsure of the course of action to be taken by it hereunder, the Owner Trustee may conclusively assume request instructions from the Depositor and to the extent the Owner Trustee follows such instructions in good faith it shall not be liable to any person. In the event that no instructions are provided within the time requested by the Owner Trustee, it shall have no duty or liability for its failure to take any action or for any action it takes in good faith;
(vi) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Depositor; and
(vii) To the extent that, at law or in equity, the Owner Trustee has duties and liabilities relating thereto to the Depositor or the Trust, the Depositor agrees that such event has occurredduties and liabilities are replaced by the terms of this Trust Agreement.
(c) The Owner Trustee shall incur no liability to anyone in acting upon any document believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the Depositor, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.
(d) In the exercise or administration of the trusts hereunder, the Owner Trustee (i) may act directly or, at the expense of the Trust, through agents or attorneys, and the Owner Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have no obligation to inquire intobeen selected by the Owner Trustee in good faith, and (ii) may, at the expense of the Trust, consult with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or investigate as to, omitted in good faith by it in accordance with the occurrence advice or opinion of any such event counsel, accountants or other experts.
(including any Event of Default). For purposes of determining the Owner Trustee's responsibility and liability hereunder, whenever reference is made e) Except as expressly provided in this Agreement to any event (including an Event of Default)Section 2, such reference shall be construed to refer only to such event of which in accepting and performing the trusts hereby created, the Owner Trustee has received written notice or of which a Responsible Officer of acts solely as trustee hereunder and not in its individual capacity, and all persons having any claim against the Owner Trustee has actual knowledgeby reason of the transactions contemplated by this Trust Agreement shall look only to the Trust's property for payment or satisfaction thereof.
Appears in 1 contract
Sources: Trust Agreement (Mellon Premium Finance Loan Owner Trust)
Concerning the Owner Trustee. (a) The Trust FNB is a Delaware statutory trust and a separate legal entity under the Delaware Statutory Trust Act and pursuant to such act a trustee, when acting in such capacity, is not personally liable for any act, omission or obligation of a statutory trust. In furtherance thereof, the parties hereto are put on notice and hereby acknowledge and agree that (a) entering into this Agreement is executed and delivered by Computershare Delaware Trust Company, not individually or personally but Facility Lease solely as Owner Trustee of under the TrustTrust Agreement and not in its individual capacity. Anything herein to the contrary notwithstanding, in the exercise of the powers all and authority conferred and vested in it, (b) each of the representations, covenantswarranties, undertakings and agreements herein made on the part of the Owner Trustee or the Trust is are made and intended not as personal representations, covenantswarranties, undertakings and agreements by Computershare Delaware Trust Company or for the purpose or with the intention of binding FNB personally but is are made and intended for the purpose of binding only the TrustTrust Estate, (c) nothing herein contained and this Facility Lease is executed and delivered by the Owner Trustee solely in the exercise of the powers expressly conferred upon it as trustee under the Trust Agreement; and no personal liability or responsibility is assumed hereunder by or shall at any time be construed as creating enforceable against r~8 or any liability successor in trust or the Owner Participant on Computershare Delaware Trust Companyaccount of any representation, individually warranty, undertaking or personallyagreement hereunder of the Owner Trustee, to perform any covenant either expressed or implied contained herein of the Owner Trustee or the Trustimplied, all such personal liability, if any, being expressly waived by the parties hereto and by Lessee, except that the Lessee or any Person claiming by, through or under the parties heretoit, (d) Computershare Delaware Trust Company has not verified or made any investigation as making claim hereunder, may look to the accuracy or completeness Trust Estate for satisfaction of any representations the same and warranties made by the Owner Trustee or the Trust or any other party its successor in this Agreement and (e) under no circumstances trust, as applicable, shall Computershare Delaware Trust Company be personally liable for its own gross negligence or willful misconduct. If a successor owner trustee is appointed in accordance with the payment terms of the Trust Agreement, such successor owner trustee shall, without any indebtedness or expenses further act, succeed to all the rights, duties, immunities
47:1 and obligations of the Owner Trustee or hereunder and the Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Owner Trustee or the Trust under this Agreement or any other related documents.
(b) The Owner Trustee shall not be deemed to have actual knowledge or notice of any event or information, including any Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Responsible Officer of the Owner Trustee actually knows of such event or information or a Responsible Officer of the Owner Trustee receives written notice of such event or information. Absent actual knowledge of a Responsible Officer of the Owner Trustee or receipt of written notice by a Responsible Officer of the Owner Trustee in accordance with this Section, the Owner Trustee may conclusively assume that no such event has occurred. The Owner Trustee shall have no obligation to inquire into, or investigate as to, the occurrence of any such event (including any Event of Default). For purposes of determining the Owner Trustee's responsibility and liability hereunder, whenever reference is made in this Agreement to any event (including an Event of Default), such reference predecessor owner trustee shall be construed to refer only to such event of which the Owner Trustee has received written notice or of which a Responsible Officer of the Owner Trustee has actual knowledgereleased from all further duties and obligations hereunder.
Appears in 1 contract
Concerning the Owner Trustee. (a) The a. Except as otherwise expressly required by Section 1 of this Trust is a Delaware statutory trust and a separate legal entity under the Delaware Statutory Trust Act and pursuant to such act a trustee, when acting in such capacity, is not personally liable for any act, omission or obligation of a statutory trust. In furtherance thereofAgreement, the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Computershare Delaware Trust Company, not individually or personally but solely as Owner Trustee shall not have any duty or liability with respect to the administration of the Trust, in the exercise investment of the powers Trust’s property or the payment of dividends or other distributions of income or principal to the Trust’s beneficiaries, and authority conferred and vested in it, (b) each of the representations, covenants, undertakings and agreements herein made no implied obligations shall be inferred from this Trust Agreement on the part of the Owner Trustee or the Trust is made and intended not as personal representations, covenants, undertakings and agreements by Computershare Delaware Trust Company but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Computershare Delaware Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein of the Owner Trustee or the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Computershare Delaware Trust Company has not verified or made any investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Trust or any other party in this Agreement and (e) under no circumstances shall Computershare Delaware Trust Company be personally liable for the payment of any indebtedness or expenses of the Owner Trustee or the Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Owner Trustee or the Trust under this Agreement or any other related documents.
(b) Trustee. The Owner Trustee shall not be deemed liable for the acts or omissions of the Depositor nor shall the Owner Trustee be liable for any act or omission by it in good faith in accordance with the directions of the Depositor.
b. The Owner Trustee accepts the trust ▇▇▇▇▇▇ created and agrees to have actual knowledge perform its duties hereunder with respect to the same but only upon the terms of this Trust Agreement. The Owner Trustee shall not be personally liable under any circumstances, except for its own willful misconduct or notice gross negligence. In particular, but not by way of limitation:
i. The Owner Trustee shall not be personally liable for any event error of judgment made in good faith by an officer or information, including any Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Responsible Officer employee of the Owner Trustee actually knows Trustee;
ii. No provision of such event or information or a Responsible Officer of this Trust Agreement shall require the Owner Trustee receives written notice to expend or risk its personal funds or otherwise incur any financial liability in the performance of such event its rights or information. Absent actual knowledge of a Responsible Officer of duties hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or receipt of written notice by a Responsible Officer of adequate indemnity against such risk or liability is not reasonably assured or provided to it;
iii. Under no circumstance shall the Owner Trustee be personally liable for any representation, warranty, covenant or indebtedness of the Trust;
iv. The Owner Trustee shall not be personally responsible for or in accordance with respect of the genuineness, form or value of the Trust property, the validity or sufficiency of this SectionTrust Agreement or for the due execution hereof by the Depositor;
v. In the event that the Owner Trustee is unsure of the course of action to be taken by it hereunder, the Owner Trustee may conclusively assume request instructions from the Depositor and to the extent the Owner Trustee follows such instructions in good faith it shall not be liable to any person. In the event that no instructions are provided within the time requested by the Owner Trustee, it shall have no duty or liability for its failure to take any action or for any action it takes in good faith;
vi. All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Depositor; and
vii. To the extent that, at law or in equity, the Owner Trustee has duties and liabilities relating thereto to the Depositor or the Trust, the Depositor agrees that such event has occurredduties and liabilities are replaced by the terms of this Trust Agreement.
c. The Owner Trustee shall incur no liability to anyone in acting upon any document believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee shall have no obligation to inquire into, may accept a certified copy of a resolution of the board of directors or investigate as to, the occurrence other governing body of any corporate party as conclusive evidence that such event (including any Event of Default)resolution has been duly adopted by such body and that the same is in full force and effect. For purposes of determining the Owner Trustee's responsibility and liability hereunder, whenever reference is made in this Agreement As to any event (including an Event fact or matter the manner of Default), such reference shall be construed to refer only to such event ascertainment of which is not specifically prescribed herein, the Owner Trustee has received written notice may for all purposes hereof rely on a certificate, signed by the Depositor, as to such fact or of which a Responsible Officer of matter, and such certificate shall constitute full protection to the Owner Trustee has actual knowledgefor any action taken or omitted to be taken by it in good faith in reliance thereon.
d. In the exercise or administration of the trusts hereunder, the Owner Trustee (i) may act directly or, at the expense of the Trust, through agents or attorneys, and the Owner Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee in good faith, and
Appears in 1 contract
Sources: Trust Agreement
Concerning the Owner Trustee. (a) The Except as otherwise expressly required by Section 1 of this Trust is a Delaware statutory trust and a separate legal entity under the Delaware Statutory Trust Act and pursuant to such act a trustee, when acting in such capacity, is not personally liable for any act, omission or obligation of a statutory trust. In furtherance thereofAgreement, the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Computershare Delaware Trust Company, not individually or personally but solely as Owner Trustee shall not have any duty or liability with respect to the administration of the Trust, in the exercise investment of the powers Trust’s property or the payment of dividends or other distributions of income or principal to the Trust’s beneficiaries, and authority conferred and vested in it, (b) each of the representations, covenants, undertakings and agreements herein made no implied obligations shall be inferred from this Trust Agreement on the part of the Owner Trustee or the Trust is made and intended not as personal representations, covenants, undertakings and agreements by Computershare Delaware Trust Company but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Computershare Delaware Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein of the Trustee. The Owner Trustee or the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Computershare Delaware Trust Company has shall not verified or made any investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Trust or any other party in this Agreement and (e) under no circumstances shall Computershare Delaware Trust Company be personally liable for the payment of any indebtedness or expenses of the Owner Trustee or the Trust or be liable for the breach acts or failure omissions of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Depositor nor shall the Owner Trustee be liable for any act or omission by it in good faith in accordance with the Trust under this Agreement or any other related documentsdirections of the Depositor.
(b) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to the same but only upon the terms of this Trust Agreement. The Owner Trustee shall not be deemed to have actual knowledge personally liable under any circumstances, except for its own willful misconduct or notice gross negligence. In particular, but not by way of limitation:
(i) The Owner Trustee shall not be personally liable for any event error of judgment made in good faith by an officer or information, including any Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Responsible Officer employee of the Owner Trustee actually knows Trustee;
(ii) No provision of such event or information or a Responsible Officer of this Trust Agreement shall require the Owner Trustee receives written notice to expend or risk its personal funds or otherwise incur any financial liability in the performance of such event its rights or information. Absent actual knowledge of a Responsible Officer of duties hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or receipt of written notice by a Responsible Officer of adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(iii) Under no circumstance shall the Owner Trustee be personally liable for any representation, warranty, covenant or indebtedness of the Trust;
(iv) The Owner Trustee shall not be personally responsible for or in accordance with respect of the genuineness, form or value of the Trust property, the validity or sufficiency of this SectionTrust Agreement or for the due execution hereof by the Depositor;
(v) In the event that the Owner Trustee is unsure of the course of action to be taken by it hereunder, the Owner Trustee may conclusively assume request instructions from the Depositor and to the extent the Owner Trustee follows such instructions in good faith it shall not be liable to any person. In the event that no instructions are provided within the time requested by the Owner Trustee, it shall have no duty or liability for its failure to take any action or for any action it takes in good faith;
(vi) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Depositor; and
(vii) To the extent that, at law or in equity, the Owner Trustee has duties and liabilities relating thereto to the Depositor or the Trust, the Depositor agrees that such event has occurredduties and liabilities are replaced by the terms of this Trust Agreement.
(c) The Owner Trustee shall incur no liability to anyone in acting upon any document believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the Depositor, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.
(d) In the exercise or administration of the trusts hereunder, the Owner Trustee (i) may act directly or, at the expense of the Trust, through agents or attorneys, and the Owner Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have no obligation to inquire intobeen selected by the Owner Trustee in good faith, and (ii) may, at the expense of the Trust, consult with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or investigate as to, omitted in good faith by it in accordance with the occurrence advice or opinion of any such event counsel, accountants or other experts.
(including e) Notwithstanding anything contained herein to the contrary, the Owner Trustee shall not be required to take any Event action in any jurisdiction other than the State of Default). For purposes Delaware if the taking of determining such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence becoming payable by the Owner Trustee's responsibility and liability hereunder, whenever reference is made in this Agreement to any event or (including an Event of Default), such reference shall be construed to refer only to such event of which iii) subject the Owner Trustee has received written notice or to personal jurisdiction in any jurisdiction other than the State of which a Responsible Officer Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee has actual knowledgecontemplated hereby.
(f) Except as expressly provided in this Section 2, in accepting and performing the trusts hereby created, the Owner Trustee acts solely as trustee hereunder and not in its individual capacity, and all persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Trust Agreement shall look only to the Trust’s property for payment or satisfaction thereof.
Appears in 1 contract
Sources: Trust Agreement (SLC Student Loan Receivables I Inc)
Concerning the Owner Trustee. Indenture Trustee and the ------------------------------------------------------- Pass-Through Trustee. Each of Trust Company and Allfirst is entering into this -------------------- Agreement solely in its capacities (a) The Trust is a Delaware statutory trust and a separate legal entity under except to the Delaware Statutory Trust Act and pursuant to such act a trusteeextent otherwise expressly indicated), when acting in such capacity, is not personally liable for any act, omission or obligation the case of a statutory trust. In furtherance thereof, the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Computershare Delaware Trust Company, not individually or personally in its individual capacity but solely as Owner Trustee of under the TrustTrust Agreement, in the exercise case of Allfirst, not in its individual capacity but solely as Indenture Trustee under the powers Indenture and authority conferred as Pass- Through Trustee under the Pass-Through Trust Agreement and vested as Subordination Agent under the Subordination Agreement, and except as otherwise expressly provided in itthis Agreement or in the Lease, (b) each of the representationsIndenture, covenants, undertakings and agreements herein made on the part of the Owner Trustee Pass-Through Trust Agreement or the Trust is made and intended not as personal representationsAgreement, covenants, undertakings and agreements by Computershare Delaware neither Trust Company but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained nor Allfirst shall be construed as creating any liability on Computershare Delaware Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein of the Owner Trustee or the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Computershare Delaware Trust Company has not verified or made any investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Trust or any other party in this Agreement and (e) under no circumstances shall Computershare Delaware Trust Company be personally liable for or on account of its statements, representations, warranties, covenants or obligations under this Agreement; provided, however, that each of Trust Company and Allfirst accepts the payment of any indebtedness or expenses of the Owner Trustee or the Trust or be liable for the breach or failure of any obligationbenefits -------- ------- running to it under this Agreement, duty and each agrees that (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Owner Trustee or the Trust under except as otherwise expressly provided in this Agreement or any other related documents.
Operative Agreement to which it is a party) it shall be liable in its individual capacity for (a) its own gross negligence or willful misconduct (whether in its capacity as trustee or in its individual capacity), (b) The Owner Trustee shall not be deemed any breach of representations and warranties or any breach of covenants made in its individual capacity pursuant to have actual knowledge or notice of in connection with this Agreement or the other Operative Agreements to which it is a party, (c) any event or informationbreach, including any Event of Default, or be required to act upon any event or information (including in the sending of any notice), unless a Responsible Officer case of the Owner Trustee actually knows Trustee, of such event or information or a Responsible Officer its covenants contained in Sections 3.05 and 3.08 of the Indenture, (d) the failure to use ordinary care in receiving, handling and disbursing funds, (e) in the case of the Owner Trustee receives written notice of such event or information. Absent actual knowledge of a Responsible Officer Trustee, Lessor's Liens attributable to it in its individual capacity, (f) in the case of the Owner Trustee Indenture Trustee, Indenture Trustee's Liens, and (g) taxes, fees or receipt of written notice by a Responsible Officer of the Owner Trustee in accordance with this Section, the Owner Trustee may conclusively assume that no such event has occurred. The Owner Trustee shall have no obligation to inquire intoother charges on, or investigate as tobased on, or measured by, any fees, commissions or compensation received by it in connection with the occurrence of any such event (including any Event of Default). For purposes of determining transactions contemplated by the Owner Trustee's responsibility and liability hereunder, whenever reference is made in this Agreement to any event (including an Event of Default), such reference shall be construed to refer only to such event of which the Owner Trustee has received written notice or of which a Responsible Officer of the Owner Trustee has actual knowledgeOperative Agreements.
Appears in 1 contract
Concerning the Owner Trustee. (a) The Except as otherwise expressly required by Section 1 of this Trust is a Delaware statutory trust and a separate legal entity under the Delaware Statutory Trust Act and pursuant to such act a trustee, when acting in such capacity, is not personally liable for any act, omission or obligation of a statutory trust. In furtherance thereofAgreement, the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Computershare Delaware Trust Company, not individually or personally but solely as Owner Trustee shall not have any duty or liability with respect to the administration of the Trust, in the exercise investment of the powers Trust's property or the payment of dividends or other distributions of income or principal to the Trust's beneficiaries, and authority conferred and vested in it, (b) each of the representations, covenants, undertakings and agreements herein made no implied obligations shall be inferred from this Trust Agreement on the part of the Owner Trustee or the Trust is made and intended not as personal representations, covenants, undertakings and agreements by Computershare Delaware Trust Company but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Computershare Delaware Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein of the Trustee. The Owner Trustee or the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Computershare Delaware Trust Company has shall not verified or made any investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Trust or any other party in this Agreement and (e) under no circumstances shall Computershare Delaware Trust Company be personally liable for the payment of any indebtedness or expenses of the Owner Trustee or the Trust or be liable for the breach acts or failure omissions of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Depositor nor shall the Owner Trustee be liable for any act or omission by it in good faith in accordance with the Trust under this Agreement or any other related documentsdirections of the Depositor.
(b) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to the same but only upon the terms of this Trust Agreement. The Owner Trustee shall not be deemed to have actual knowledge personally liable under any circumstances, except for its own willful misconduct or notice gross negligence. In particular, but not by way of limitation:
(i) The Owner Trustee shall not be personally liable for any event error of judgment made in good faith by an officer or information, including any Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Responsible Officer employee of the Owner Trustee actually knows Trustee;
(ii) No provision of such event or information or a Responsible Officer of this Trust Agreement shall require the Owner Trustee receives written notice to expend or risk its personal funds or otherwise incur any financial liability in the performance of such event its rights or information. Absent actual knowledge of a Responsible Officer of duties hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or receipt of written notice by a Responsible Officer of adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(iii) Under no circumstance shall the Owner Trustee be personally liable for any representation, warranty, covenant or indebtedness of the Trust;
(iv) The Owner Trustee shall not be personally responsible for or in accordance with respect of the genuineness, form or value of the Trust property, the validity or sufficiency of this SectionTrust Agreement or for the due execution hereof by the Depositor;
(v) In the event that the Owner Trustee is unsure of the course of action to be taken by it hereunder, the Owner Trustee may conclusively assume request instructions from the Depositor and to the extent the Owner Trustee follows such instructions in good faith it shall not be liable to any person. In the event that no instructions are provided within the time requested by the Owner Trustee, it shall have no duty or liability for its failure to take any action or for any action it takes in good faith;
(vi) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Depositor; and
(vii) To the extent that, at law or in equity, the Owner Trustee has duties and liabilities relating thereto to the Depositor or the Trust, the Depositor agrees that such event has occurredduties and liabilities are replaced by the terms of this Trust Agreement.
(c) The Owner Trustee shall incur no liability to anyone in acting upon any document believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the Depositor, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.
(d) In the exercise or administration of the trusts hereunder, the Owner Trustee (i) may act directly or, at the expense of the Trust, through agents or attorneys, and the Owner Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have no obligation to inquire intobeen selected by the Owner Trustee in good faith, and (ii) may, at the expense of the Trust, consult with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or investigate as to, omitted in good faith by it in accordance with the occurrence advice or opinion of any such event counsel, accountants or other experts.
(including e) Notwithstanding anything contained herein to the contrary, neither Wilmington Trust Company nor the Owner Trustee shall be required to take any Event action in any jurisdiction other than the State of Default). For purposes Delaware if the taking of determining such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence becoming payable by Wilmington Trust Company, or (iii) subject Wilmington Trust Company to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by Wilmington Trust Company or the Owner Trustee's responsibility and liability hereunder, whenever reference is made as the case may be, contemplated hereby.
(f) Except as expressly provided in this Agreement to any event (including an Event of Default)Section 2, such reference shall be construed to refer only to such event of which in accepting and performing the trusts hereby created, the Owner Trustee has received written notice or of which a Responsible Officer of acts solely as trustee hereunder and not in its individual capacity, and all persons having any claim against the Owner Trustee has actual knowledgeby reason of the transactions contemplated by this Trust Agreement shall look only to the Trust's property for payment or satisfaction thereof.
Appears in 1 contract
Sources: Trust Agreement (SLC Student Loan Receivables I Inc)
Concerning the Owner Trustee. (a) The Except as otherwise expressly required by Section 1 of this Trust is a Delaware statutory trust and a separate legal entity under the Delaware Statutory Trust Act and pursuant to such act a trustee, when acting in such capacity, is not personally liable for any act, omission or obligation of a statutory trust. In furtherance thereofAgreement, the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Computershare Delaware Trust Company, not individually or personally but solely as Owner Trustee shall not have any duty or liability with respect to the administration of the Trust, in the exercise investment of the powers Trust’s property or the payment of dividends or other distributions of income or principal to the Trust’s beneficiaries, and authority conferred and vested in it, (b) each of the representations, covenants, undertakings and agreements herein made no implied obligations shall be inferred from this Trust Agreement on the part of the Owner Trustee or the Trust is made and intended not as personal representations, covenants, undertakings and agreements by Computershare Delaware Trust Company but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Computershare Delaware Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein of the Trustee. The Owner Trustee or the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Computershare Delaware Trust Company has shall not verified or made any investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Trust or any other party in this Agreement and (e) under no circumstances shall Computershare Delaware Trust Company be personally liable for the payment of any indebtedness or expenses of the Owner Trustee or the Trust or be liable for the breach acts or failure omissions of any obligation, duty (including fiduciary duty, if any), representation, warranty the Depositor or covenant made or undertaken by the Administrator nor shall the Owner Trustee be liable for any act or omission by it in good faith in accordance with the Trust under this Agreement directions of the Depositor or any other related documentsAdministrator.
(b) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to the same but only upon the terms of this Trust Agreement. The Owner Trustee shall not be deemed to have actual knowledge personally liable under any circumstances, except for its own willful misconduct or notice gross negligence. In particular, but not by way of limitation:
(i) The Owner Trustee shall not be personally liable for any event error of judgment made in good faith by an officer or information, including any Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Responsible Officer employee of the Owner Trustee actually knows Trustee;
(ii) No provision of such event or information or a Responsible Officer of this Trust Agreement shall require the Owner Trustee receives written notice to expend or risk its personal funds or otherwise incur any financial liability in the performance of such event its rights or information. Absent actual knowledge of a Responsible Officer of duties hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or receipt of written notice by a Responsible Officer of adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(iii) Under no circumstance shall the Owner Trustee be personally liable for any representation, warranty, covenant or indebtedness of the Trust;
(iv) The Owner Trustee shall not be personally responsible for or in accordance with respect of the genuineness, form or value of the Trust property, the validity or sufficiency of this SectionTrust Agreement or for the due execution hereof by the Depositor or the Administrator;
(v) In the event that the Owner Trustee is unsure of the course of action to be taken by it hereunder, the Owner Trustee may conclusively assume request instructions from the Administrator and to the extent the Owner Trustee follows such instructions in good faith it shall not be liable to any person. In the event that no instructions are provided within the time requested by the Owner Trustee, it shall have no duty or liability for its failure to take any action or for any action it takes in good faith;
(vi) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Administrator; and
(vii) To the extent that, at law or in equity, the Owner Trustee has duties and liabilities relating thereto to the Depositor, the Administrator or the Trust, the Depositor and the Administrator agree that such event has occurredduties and liabilities are replaced by the terms of this Trust Agreement.
(c) The Owner Trustee shall incur no liability to anyone in acting upon any document believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the Depositor or the Administrator, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.
(d) In the exercise or administration of the trusts hereunder, the Owner Trustee (i) may act directly or, at the expense of the Trust, through agents or attorneys, and the Owner Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have no obligation to inquire intobeen selected by the Owner Trustee in good faith, and (ii) may, at the expense of the Trust, consult with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or investigate as to, omitted in good faith by it in accordance with the occurrence advice or opinion of any such event counsel, accountants or other experts.
(including any Event of Default). For purposes of determining the Owner Trustee's responsibility and liability hereunder, whenever reference is made e) Except as expressly provided in this Agreement to any event (including an Event of Default)Section 2, such reference shall be construed to refer only to such event of which in accepting and performing the trusts hereby created, the Owner Trustee has received written notice or of which a Responsible Officer of acts solely as trustee hereunder and not in its individual capacity, and all persons having any claim against the Owner Trustee has actual knowledgeby reason of the transactions contemplated by this Trust Agreement shall look only to the Trust’s property for payment or satisfaction thereof.
Appears in 1 contract
Sources: Trust Agreement (Mellon Bank Premium Finance Loan Master Trust)
Concerning the Owner Trustee. (a) The Except as otherwise expressly required by Section 1 of this Trust is a Delaware statutory trust Agreement, unless specifically authorized in writing by the Depositor and a separate legal entity under consented to by the Delaware Statutory Trust Act and pursuant to such act a trusteeOwner Trustee, when acting in such capacity, is the Owner Trustee shall not personally liable for have any act, omission duty or obligation of a statutory trust. In furtherance thereof, with respect to the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Computershare Delaware Trust Company, not individually or personally but solely as Owner Trustee administration of the Trust, in the exercise investment of the powers and authority conferred and vested in it, (b) each of the representations, covenants, undertakings and agreements herein made on the part of the Owner Trustee Trust's property or the Trust is made and intended not as personal representations, covenants, undertakings and agreements by Computershare Delaware Trust Company but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Computershare Delaware Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein of the Owner Trustee or the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Computershare Delaware Trust Company has not verified or made any investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Trust or any other party in this Agreement and (e) under no circumstances shall Computershare Delaware Trust Company be personally liable for the payment of any indebtedness dividends or expenses other distributions of income or principal to the Trust's beneficiaries. The Owner Trustee or the Trust or shall not be liable for the breach acts or failure omissions of any obligation, duty (including the Depositor and shall owe no other fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Owner Trustee or duties to the Trust under or its beneficiaries other than as expressly provided for in this Agreement or any other related documentsSection 2.
(b) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to the same but only upon the terms of this Trust Agreement. The Owner Trustee shall not be deemed to have actual knowledge personally liable under any circumstances, except for its own willful misconduct or notice gross negligence. In particular, but not by way of limitation:
(i) The Owner Trustee shall not be personally liable for any event or information, including any Event error of Default, or be required to act upon any event or information judgment made in good faith;
(including the sending ii) No provision of any notice), unless a Responsible Officer of this Trust Agreement shall require the Owner Trustee actually knows to expend or risk its personal funds or otherwise incur any financial liability in the performance of such event its rights or information or a Responsible Officer of powers hereunder, if the Owner Trustee receives written notice shall have reasonable grounds for believing that repayment of such event funds or information. Absent actual knowledge of a Responsible Officer of adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(iii) Under no circumstance shall the Owner Trustee or receipt of written notice by a Responsible Officer be personally liable for any indebtedness of the Trust; and
(iv) The Owner Trustee shall not be personally responsible for or in accordance with respect of the validity or sufficiency of this SectionTrust Agreement or for the due execution hereof by the Depositor.
(c) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may conclusively assume that no for all purposes hereof rely on a certificate, signed by the Depositor, as to such event has occurred. The fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.
(d) In the exercise or administration of the trusts hereunder, the Owner Trustee (i) may act directly or, at the expense of the Trust, through agents or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have no obligation been selected by the Owner Trustee with reasonable care; and (ii) may, at the expense of the Trust, consult with counsel, accountants and other skilled persons to inquire intobe selected with reasonable care and employed by it, and it shall not be liable for anything done, suffered or investigate as to, omitted in good faith by it in accordance with the occurrence advice or opinion of any such event counsel, accountants or other skilled persons.
(including any Event of Default). For purposes of determining the Owner Trustee's responsibility and liability hereunder, whenever reference is made e) Except as expressly provided in this Agreement to any event (including an Event of Default)Section 2, such reference shall be construed to refer only to such event of which in accepting and performing the trusts hereby created the Owner Trustee has received written notice or of which a Responsible Officer of acts solely as trustee hereunder and not in its individual capacity, and all persons having any claim against the Owner Trustee has actual knowledgeby reason of the transactions contemplated by this Trust Agreement shall look only to the Trust's property for payment or satisfaction thereof.
Appears in 1 contract
Concerning the Owner Trustee. Section 7.01. Rights of the Owner Trustee. Except as otherwise provided in Article VI:
(a) in accordance with Section 7.04, the Owner Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction or instructions of the Administrator, as provided in the Administration Agreement or the Certificateholders or the Servicer, as provided herein;
(c) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or the other Basic Documents, or to institute, conduct or defend any litigation under this Agreement, or in relation to this Agreement or the other Basic Documents, at the request, order or direction of any of the Securityholders or any other Person, unless such Person shall have offered to the Owner Trustee security or indemnity reasonably satisfactory to the Owner Trustee against the costs, expenses and liabilities that may be incurred therein or thereby. The Trust is right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a Delaware statutory trust duty, and a separate legal entity under the Delaware Statutory Trust Act and pursuant to Owner Trustee shall not be answerable for such act a trustee, when acting other than its gross negligence or willful misconduct in the performance of any such capacity, is not personally act;
(d) under no circumstances shall the Owner Trustee be liable for any actrepresentation, omission warranty, covenant or obligation of the Trust, or for any indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(e) the recitals contained herein and in the Certificates (other than the signature of the Owner Trustee and the certificate of authentication on the Certificates) shall be taken as statements of the Depositor, and the Owner Trustee shall have no responsibility for the correctness thereof;
(f) the Owner Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts, content or accuracy of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates representing not less than 25% of the Percentage Interest; provided, however, that if the payment within a statutory trust. In furtherance thereof, reasonable time to the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Computershare Delaware Trust Company, not individually or personally but solely as Owner Trustee of the Trustcosts, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, covenants, undertakings and agreements herein made on the part opinion of the Owner Trustee, not reasonably assured to the Owner Trustee by the security afforded to it by the terms of this Agreement, the Owner Trustee may require indemnity reasonably satisfactory to the Owner Trustee against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Owner Trustee shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors;
(g) the Owner Trustee shall not be liable for, and shall have no duty to supervise or monitor, the action or inaction, default, misconduct or negligence of any Person, including the Administrator, the Servicer, the Depositor or the Indenture Trustee or any agent appointed by it under any of the Basic Documents or otherwise, and the Owner Trustee may assume performance by each of such parties absent written notice or actual knowledge by a Responsible Officer to the contrary, and the Owner Trustee shall have no obligation or liability to supervise or perform the obligations of the Trust is made under the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Sale and intended Servicing Agreement;
(h) the Owner Trustee shall not as personal representations, covenants, undertakings and agreements by Computershare Delaware Trust Company but is made and intended be required to investigate any claims for the purpose breach by any Person of binding only a representation or warranty under any of the Basic Documents. The Owner Trustee shall not be required to monitor, initiate or conduct any proceedings to enforce the obligations of the Trust, (c) nothing herein contained shall be construed as creating the Depositor, the Servicer or any liability on Computershare Delaware Trust Company, individually other person with respect to any breach of representation or personally, to perform warranty under any covenant either expressed or implied contained herein of Basic Document and the Owner Trustee or the Trust, all such liability, if any, being expressly waived by the parties hereto and by shall not have any Person claiming by, through or under the parties hereto, (d) Computershare Delaware Trust Company has not verified or made duty to conduct any investigation as to the accuracy or completeness occurrence of any representations and warranties made condition requiring the repurchase of any Receivable by any person pursuant to any Basic Document. For the avoidance of doubt, the Owner Trustee shall not be responsible for evaluating the qualifications of any mediator or arbitrator, or be personally liable for paying the Trust fees or expenses of any other party in this Agreement mediation or arbitration initiated by a Requesting Party, and (e) under no circumstances shall Computershare Delaware Trust Company the Owner Trustee be personally liable for any expenses allocated to the payment of Requesting Party in any indebtedness or expenses of the Owner Trustee or the Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Owner Trustee or the Trust under this Agreement or any other related documents.dispute resolution proceeding;
(bi) The the Owner Trustee shall not be deemed to have actual knowledge or notice of any event or information, including any Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Responsible Officer of the Owner Trustee actually knows of such event or information or a Responsible Officer of the Owner Trustee receives written notice of such event or information. Absent actual knowledge of a Responsible Officer of the Owner Trustee or receipt of written notice information is received by a Responsible Officer of and such notice references the Owner Trustee event or information. Absent written notice in accordance with this Section, the Owner Trustee may conclusively assume that no such event has occurred. The Owner Trustee shall have no obligation to inquire into, or investigate as to, the occurrence of any such event (including any Event of Default). For purposes of determining the Owner Trustee's ’s responsibility and liability hereunder, whenever reference is made in this Agreement to any event (including including, but not limited to, an Event of Default), such reference shall be construed to refer only to such event of which the Owner Trustee has received written notice or of which a Responsible Officer as described in this Section. Knowledge of the Owner Trustee has shall not be attributed or imputed to [___]’s other roles in the transaction or any affiliate, line of business or other division of [___] (and vice versa);
(j) the Owner Trustee’s receipt of delivery of any reports, information or other documents hereunder and any publicly available information is for informational purposes only and shall not constitute actual knowledgeor constructive knowledge of any information contained therein or determinable from information contained therein, including the Depositor’s, the Indenture Trustee’s, Administrator’s, Servicer’s or the Paying Agent’s compliance with any of their covenants and obligations hereunder; the Owner Trustee shall be entitled to rely exclusively on Officers’ Certificates provided by the Depositor, the Indenture Trustee, Administrator, Servicer or the Paying Agent, as the case may be, to confirm compliance with such covenants and obligations, but shall have no duty to request or otherwise monitor the delivery of such Officers’ Certificates;
(k) any money deposited will be uninvested and held without interest;
(l) the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if such action will (i) require the consent, approval, authorization, order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof; or (iii) subject the Owner Trustee to personal jurisdiction; and
(m) if any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Agreement, or the Owner Trustee is in doubt as to the action to be taken hereunder, the Owner Trustee may, at its option, after sending written notice of the same to transaction parties, refuse to act until such time as it (a) receives a final non-appealable order of a court of competent jurisdiction directing delivery of the Trust Estate or other appropriate remedy or (b) receives a written instruction, executed by each of the parties involved in such disagreement or dispute, in a form reasonably acceptable to the Owner Trustee, directing delivery of the Trust Estate or other appropriate remedy. The Owner Trustee will be entitled to act on any such written instruction or final, non-appealable order of a court of competent jurisdiction without further question, inquiry or consent. The Owner Trustee may file an interpleader action in a state or federal court, and upon the filing thereof, the Owner Trustee will be relieved of all liability as to the Trust Estate and will be entitled to recover reasonable and documented out-of-pocket attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action.
Appears in 1 contract
Sources: Trust Agreement (Toyota Auto Finance Receivables LLC)
Concerning the Owner Trustee. (a) The Except as otherwise expressly required by Section 1 of this Trust is a Delaware statutory trust and a separate legal entity under the Delaware Statutory Trust Act and pursuant to such act a trustee, when acting in such capacity, is not personally liable for any act, omission or obligation of a statutory trust. In furtherance thereofAgreement, the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Computershare Delaware Trust Company, not individually or personally but solely as Owner Trustee shall not have any duty or liability with respect to the administration of the Trust, in the exercise investment of the powers Trust's property or the payment of dividends or other distributions of income or principal to the Trust's beneficiaries, and authority conferred and vested in it, (b) each of the representations, covenants, undertakings and agreements herein made no implied obligations shall be inferred from this Trust Agreement on the part of the Owner Trustee or the Trust is made and intended not as personal representations, covenants, undertakings and agreements by Computershare Delaware Trust Company but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Computershare Delaware Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein of the Trustee. The Owner Trustee or the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Computershare Delaware Trust Company has shall not verified or made any investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Trust or any other party in this Agreement and (e) under no circumstances shall Computershare Delaware Trust Company be personally liable for the payment of any indebtedness or expenses of the Owner Trustee or the Trust or be liable for the breach acts or failure omissions of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Depositor nor shall the Owner Trustee be liable for any act or omission by it in good faith in accordance with the Trust under this Agreement or any other related documentsdirections of the Depositor.
(b) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to the same but only upon the terms of this Trust Agreement. The Owner Trustee shall not be deemed to have actual knowledge personally liable under any circumstances, except for its own willful misconduct or notice gross negligence. In particular, but not by way of limitation:
(i) The Owner Trustee shall not be personally liable for any event error of judgment made in good faith by an officer or information, including any Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Responsible Officer employee of the Owner Trustee actually knows Trustee;
(ii) No provision of such event or information or a Responsible Officer of this Trust Agreement shall require the Owner Trustee receives written notice to expend or risk its personal funds or otherwise incur any financial liability in the performance of such event its rights or information. Absent actual knowledge of a Responsible Officer of duties hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or receipt of written notice by a Responsible Officer of adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(iii) Under no circumstance shall the Owner Trustee be personally liable for any representation, warranty, covenant or indebtedness of the Trust;
(iv) The Owner Trustee shall not be personally responsible for or in accordance with respect of the genuineness, form or value of the Trust property, the validity or sufficiency of this SectionTrust Agreement or for the due execution hereof by the Depositor;
(v) In the event that the Owner Trustee is unsure of the course of action to be taken by it hereunder, the Owner Trustee may conclusively assume request instructions from the Depositor and to the extent the Owner Trustee follows such instructions in good faith it shall not be liable to any person. In the event that no instructions are provided within the time requested by the Owner Trustee, it shall have no duty or liability for its failure to take any action or for any action it takes in good faith;
(vi) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Depositor; and
(vii) To the extent that, at law or in equity, the Owner Trustee has duties and liabilities relating thereto to the Depositor or the Trust, the Depositor agrees that such event has occurredduties and liabilities are replaced by the terms of this Trust Agreement.
(c) The Owner Trustee shall incur no liability to anyone in acting upon any document believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the Depositor, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.
(d) In the exercise or administration of the trusts hereunder, the Owner Trustee (i) may act directly or, at the expense of the Trust, through agents or attorneys, and the Owner Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have no obligation to inquire intobeen selected by the Owner Trustee in good faith, and (ii) may, at the expense of the Trust, consult with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or investigate as to, omitted in good faith by it in accordance with the occurrence advice or opinion of any such event counsel, accountants or other experts.
(including e) Notwithstanding anything contained herein to the contrary, the Owner Trustee shall not be required to take any Event action in any jurisdiction other than the State of Default). For purposes Delaware if the taking of determining such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence becoming payable by the Owner Trustee's responsibility and liability hereunder, whenever reference is made in this Agreement to any event or (including an Event of Default), such reference shall be construed to refer only to such event of which iii) subject the Owner Trustee has received written notice or to personal jurisdiction in any jurisdiction other than the State of which a Responsible Officer Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee has actual knowledgecontemplated hereby.
(f) Except as expressly provided in this Section 2, in accepting and performing the trusts hereby created, the Owner Trustee acts solely as trustee hereunder and not in its individual capacity, and all persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Trust Agreement shall look only to the Trust's property for payment or satisfaction thereof.
Appears in 1 contract
Sources: Short Form Trust Agreement (SLC Student Loan Receivables I Inc)
Concerning the Owner Trustee. (a) The Except as otherwise expressly required by Section 1 of this Trust is a Delaware statutory trust and a separate legal entity under the Delaware Statutory Trust Act and pursuant to such act a trustee, when acting in such capacity, is not personally liable for any act, omission or obligation of a statutory trust. In furtherance thereofAgreement, the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Computershare Delaware Trust Company, not individually or personally but solely as Owner Trustee shall not have any duty or liability with respect to the administration of the Trust, in the exercise investment of the powers Trust’s property or the payment of dividends or other distributions of income or principal to the Trust’s beneficiaries, and authority conferred and vested in it, (b) each of the representations, covenants, undertakings and agreements herein made no implied obligations shall be inferred from this Trust Agreement on the part of the Owner Trustee or the Trust is made and intended not as personal representations, covenants, undertakings and agreements by Computershare Delaware Trust Company but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Computershare Delaware Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein of the Trustee. The Owner Trustee or the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Computershare Delaware Trust Company has shall not verified or made any investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Trust or any other party in this Agreement and (e) under no circumstances shall Computershare Delaware Trust Company be personally liable for the payment of any indebtedness or expenses of the Owner Trustee or the Trust or be liable for the breach acts or failure omissions of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Depositor nor shall the Owner Trustee be liable for any act or omission by it in good faith in accordance with the Trust under this Agreement or any other related documentsdirections of the Depositor.
(b) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to the same but only upon the terms of this Trust Agreement. The Owner Trustee shall not be deemed to have actual knowledge personally liable under any circumstances, except for its own willful misconduct or notice gross negligence. In particular, but not by way of limitation:
(i) The Owner Trustee shall not be personally liable for any event error of judgment made in good faith by an officer or information, including any Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Responsible Officer employee of the Owner Trustee actually knows Trustee;
(ii) No provision of such event or information or a Responsible Officer of this Trust Agreement shall require the Owner Trustee receives written notice to expend or risk its personal funds or otherwise incur any financial liability in the performance of such event its rights or information. Absent actual knowledge of a Responsible Officer of duties hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or receipt of written notice by a Responsible Officer of adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(iii) Under no circumstance shall the Owner Trustee be personally liable for any representation, warranty, covenant or indebtedness of the Trust;
(iv) The Owner Trustee shall not be personally responsible for or in accordance with respect of the genuineness, form or value of the Trust property, the validity or sufficiency of this SectionTrust Agreement or for the due execution hereof by the Depositor;
(v) In the event that the Owner Trustee is unsure of the course of action to be taken by it hereunder, the Owner Trustee may conclusively assume request instructions from the Depositor and to the extent the Owner Trustee follows such instructions in good faith it shall not be liable to any person. In the event that no instructions are provided within the time requested by the Owner Trustee, it shall have no duty or liability for its failure to take any action or for any action it takes in good faith;
(vi) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Depositor; and
(vii) To the extent that, at law or in equity, the Owner Trustee has duties and liabilities relating thereto to the Depositor or the Trust, the Depositor agrees that such event has occurredduties and liabilities are replaced by the terms of this Trust Agreement.
(c) The Owner Trustee shall incur no liability to anyone in acting upon any document believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the Depositor, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.
(d) In the exercise or administration of the trusts hereunder, the Owner Trustee (i) may act directly or, at the expense of the Trust, through agents or attorneys, and the Owner Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have no obligation to inquire intobeen selected by the Owner Trustee in good faith, and (ii) may, at the expense of the Trust, consult with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or investigate as to, omitted in good faith by it in accordance with the occurrence advice or opinion of any such event counsel, accountants or other experts.
(including any Event of Default). For purposes of determining the Owner Trustee's responsibility and liability hereunder, whenever reference is made e) Except as expressly provided in this Agreement to any event (including an Event of Default)Section 2, such reference shall be construed to refer only to such event of which in accepting and performing the trusts hereby created, the Owner Trustee has received written notice or of which a Responsible Officer of acts solely as trustee hereunder and not in its individual capacity, and all persons having any claim against the Owner Trustee has actual knowledgeby reason of the transactions contemplated by this Trust Agreement shall look only to the Trust’s property for payment or satisfaction thereof.
Appears in 1 contract
Sources: Trust Agreement (First Investors Financial Services Group Inc)
Concerning the Owner Trustee. (a) The Except as otherwise expressly required by Section 1 of this Trust is a Delaware statutory trust and a separate legal entity under the Delaware Statutory Trust Act and pursuant Agreement or as otherwise required by applicable law or as may be necessary to such act a trusteeobtain any licenses, when acting in such capacity, is not personally liable for any act, omission consents or obligation of a statutory trust. In furtherance thereofapprovals required by applicable law or otherwise, the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Computershare Delaware Trust Company, not individually or personally but solely as Owner Trustee shall not have any duty or liability with respect to the administration of the Trust, in the exercise investment of the powers Trust’s property or the payment of dividends or other distributions of income or principal to the Trust’s beneficiaries, and authority conferred and vested in it, (b) each of the representations, covenants, undertakings and agreements herein made no implied obligations shall be inferred from this Trust Agreement on the part of the Owner Trustee or the Trust is made and intended not as personal representations, covenants, undertakings and agreements by Computershare Delaware Trust Company but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Computershare Delaware Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein of the Trustee. The Owner Trustee or the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Computershare Delaware Trust Company has shall not verified or made any investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Trust or any other party in this Agreement and (e) under no circumstances shall Computershare Delaware Trust Company be personally liable for the payment of any indebtedness or expenses of the Owner Trustee or the Trust or be liable for the breach acts or failure omissions of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Sponsor nor shall the Owner Trustee be liable for any act or omission by it in good faith in accordance with the Trust under this Agreement or any other related documentsdirections of the Sponsor.
(b) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to the same but only upon the terms of this Trust Agreement. The Owner Trustee shall not be deemed to have actual knowledge personally liable under any circumstances, except for its own willful misconduct or notice gross negligence. In particular, but not by way of limitation:
(i) The Owner Trustee shall not be personally liable for any event error of judgment made in good faith by an officer or information, including any Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Responsible Officer employee of the Owner Trustee actually knows Trustee;
(ii) No provision of such event or information or a Responsible Officer of this Trust Agreement shall require the Owner Trustee receives written notice to expend or risk its personal funds or otherwise incur any financial liability in the performance of such event its rights or information. Absent actual knowledge of a Responsible Officer of duties hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or receipt of written notice by a Responsible Officer of adequate indemnity against such risk or liability is not reasonably assured or provided to them;
(iii) Under no circumstance shall the Owner Trustee be personally liable for any representation, warranty, covenant or indebtedness of the Trust;
(iv) The Owner Trustee shall not be personally responsible for or in accordance with respect of the genuineness, form or value of the Trust property, the validity or sufficiency of this SectionTrust Agreement or for the due execution hereof by the Sponsor;
(v) In the event that the Owner Trustee is unsure of the course of action to be taken by it hereunder, the Owner Trustee may conclusively assume request instructions from the Sponsor and to the extent the Owner Trustee follows such instructions in good faith it shall not be liable to any person. In the event that no instructions are provided within the time requested by the Owner Trustee, it shall have no duty or liability for their failure to take any action or for any action it takes in good faith;
(vi) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Sponsor; and
(vii) To the extent that, at law or in equity, the Owner Trustee has duties and liabilities relating thereto to the Sponsor or the Trust, the Sponsor agrees that such event has occurredduties and liabilities are replaced by the terms of this Trust Agreement.
(c) The Owner Trustee shall incur no liability to anyone in acting upon any document believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the Sponsor, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.
(d) In the exercise or administration of the trusts hereunder, the Owner Trustee (i) may act directly or, at the expense of the Trust, through agents or attorneys, and the Owner Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have no obligation to inquire intobeen selected by the Owner Trustee in good faith, and (ii) may, at the expense of the Sponsor, consult with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or investigate as to, omitted in good faith by it in accordance with the occurrence advice or opinion of any such event counsel, accountants or other experts.
(including any Event of Default). For purposes of determining e) In accepting and performing the Owner Trustee's responsibility and liability hereundertrusts hereby created, whenever reference is made in this Agreement to any event (including an Event of Default), such reference shall be construed to refer only to such event of which the Owner Trustee has received written notice or of which acts solely as a Responsible Officer of trustee hereunder and not in its individual capacity, and all persons having any claim against the Owner Trustee has actual knowledgeby reason of the transactions contemplated by this Trust Agreement shall look only to the Trust property for payment or satisfaction thereof.
Appears in 1 contract
Concerning the Owner Trustee. (a) The a. Except as otherwise expressly required by Section 1 of this Trust is a Delaware statutory trust and a separate legal entity under the Delaware Statutory Trust Act and pursuant to such act a trustee, when acting in such capacity, is not personally liable for any act, omission or obligation of a statutory trust. In furtherance thereofAgreement, the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Computershare Delaware Trust Company, not individually or personally but solely as Owner Trustee shall not have any duty or liability with respect to the administration of the Trust, in the exercise investment of the powers Trust’s property or the payment of dividends or other distributions of income or principal to the Trust’s beneficiaries, and authority conferred and vested in it, (b) each of the representations, covenants, undertakings and agreements herein made no implied obligations shall be inferred from this Trust Agreement on the part of the Owner Trustee or the Trust is made and intended not as personal representations, covenants, undertakings and agreements by Computershare Delaware Trust Company but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Computershare Delaware Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein of the Owner Trustee or the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Computershare Delaware Trust Company has not verified or made any investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Trust or any other party in this Agreement and (e) under no circumstances shall Computershare Delaware Trust Company be personally liable for the payment of any indebtedness or expenses of the Owner Trustee or the Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Owner Trustee or the Trust under this Agreement or any other related documents.
(b) Trustee. The Owner Trustee shall not be deemed liable for the acts or omissions of the Depositor nor shall the Owner Trustee be liable for any act or omission by it in good faith in accordance with the directions of the Depositor.
b. The Owner Trustee accepts the trust hereby created and agrees to have actual knowledge perform its duties hereunder with respect to the same but only upon the terms of this Trust Agreement. The Owner Trustee shall not be personally liable under any circumstances, except for its own willful misconduct or notice gross negligence. In particular, but not by way of limitation:
i. The Owner Trustee shall not be personally liable for any event error of judgment made in good faith by an officer or information, including any Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Responsible Officer employee of the Owner Trustee actually knows Trustee;
ii. No provision of such event or information or a Responsible Officer of this Trust Agreement shall require the Owner Trustee receives written notice to expend or risk its personal funds or otherwise incur any financial liability in the performance of such event its rights or information. Absent actual knowledge of a Responsible Officer of duties hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or receipt of written notice by a Responsible Officer of adequate indemnity against such risk or liability is not reasonably assured or provided to it;
iii. Under no circumstance shall the Owner Trustee be personally liable for any representation, warranty, covenant or indebtedness of the Trust;
iv. The Owner Trustee shall not be personally responsible for or in accordance with respect of the genuineness, form or value of the Trust property, the validity or sufficiency of this SectionTrust Agreement or for the due execution hereof by the Depositor;
v. In the event that the Owner Trustee is unsure of the course of action to be taken by it hereunder, the Owner Trustee may conclusively assume request instructions from the Depositor and to the extent the Owner Trustee follows such instructions in good faith it shall not be liable to any person. In the event that no instructions are provided within the time requested by the Owner Trustee, it shall have no duty or liability for its failure to take any action or for any action it takes in good faith;
vi. All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Depositor; and
vii. To the extent that, at law or in equity, the Owner Trustee has duties and liabilities relating thereto to the Depositor or the Trust, the Depositor agrees that such event has occurredduties and liabilities are replaced by the terms of this Trust Agreement.
c. The Owner Trustee shall incur no liability to anyone in acting upon any document believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the Depositor, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.
d. In the exercise or administration of the trusts hereunder, the Owner Trustee (i) may act directly or, at the expense of the Trust, through agents or attorneys, and the Owner Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have no obligation to inquire intobeen selected by the Owner Trustee in good faith, and (ii) may, at the expense of the Trust, consult with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or investigate as to, omitted in good faith by it in accordance with the occurrence advice or opinion of any such event (including any Event of Default). For purposes of determining the Owner Trustee's responsibility and liability hereundercounsel, whenever reference is made accountants or other experts.
e. Except as expressly provided in this Agreement to any event (including an Event of Default)Section 2, such reference shall be construed to refer only to such event of which in accepting and performing the trusts hereby created, the Owner Trustee has received written notice or of which a Responsible Officer of acts solely as trustee hereunder and not in its individual capacity, and all persons having any claim against the Owner Trustee has actual knowledgeby reason of the transactions contemplated by this Trust Agreement shall look only to the Trust’s property for payment or satisfaction thereof.
Appears in 1 contract
Sources: Trust Agreement (Efcar, LLC)
Concerning the Owner Trustee. (a) The Except as otherwise expressly required by Section 1 of this Trust is a Delaware statutory trust and a separate legal entity under the Delaware Statutory Trust Act and pursuant to such act a trustee, when acting in such capacity, is not personally liable for any act, omission or obligation of a statutory trust. In furtherance thereofAgreement, the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Computershare Delaware Trust Company, not individually or personally but solely as Owner Trustee shall not have any duty or liability with respect to the administration of the Trust, in the exercise investment of the powers Trust’s property or the payment of dividends or other distributions of income or principal to the Trust’s beneficiaries, and authority conferred and vested in it, (b) each of the representations, covenants, undertakings and agreements herein made no implied obligations shall be inferred from this Trust Agreement on the part of the Owner Trustee or the Trust is made and intended not as personal representations, covenants, undertakings and agreements by Computershare Delaware Trust Company but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Computershare Delaware Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein of the Trustee. The Owner Trustee or the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Computershare Delaware Trust Company has shall not verified or made any investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Trust or any other party in this Agreement and (e) under no circumstances shall Computershare Delaware Trust Company be personally liable for the payment of any indebtedness or expenses of the Owner Trustee or the Trust or be liable for the breach acts or failure omissions of the Depositor or any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by other person who acts on behalf of the Trust nor shall the Owner Trustee be liable for any act or omission by it in good faith in accordance with the Trust under this Agreement or any other related documentsdirections of the Depositor.
(b) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to the same but only upon the terms of this Trust Agreement. The Owner Trustee shall not be deemed to have actual knowledge personally liable under any circumstances, except for its own willful misconduct or notice gross negligence. In particular, but not by way of limitation:
(i) The Owner Trustee shall not be personally liable for any event error of judgment made in good faith and in the absence of gross negligence by an officer or information, including any Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Responsible Officer employee of the Owner Trustee actually knows Trustee;
(ii) No provision of such event or information or a Responsible Officer of this Trust Agreement shall require the Owner Trustee receives written notice to expend or risk its personal funds or otherwise incur any financial liability in the performance of such event its rights or information. Absent actual knowledge of a Responsible Officer of duties hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or receipt of written notice by a Responsible Officer of adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(iii) Under no circumstance shall the Owner Trustee be personally liable for any representation, warranty, covenant or indebtedness of the Trust;
(iv) The Owner Trustee shall not be personally responsible for or in accordance with respect of the genuineness, form or value of the Trust property, the validity or sufficiency of this SectionTrust Agreement or for the due execution hereof by the Depositor;
(v) In the event that the Owner Trustee is unsure of the course of action to be taken by it hereunder, the Owner Trustee may conclusively assume request instructions from the Depositor and to the extent the Owner Trustee follows such instructions in good faith it shall not be liable to any person. In the event that no instructions are provided within the time requested by the Owner Trustee, it shall have no duty or liability for its failure to take any action or for any action it takes in good faith;
(vi) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Depositor; and
(vii) To the extent that, at law or in equity, the Owner Trustee has duties and liabilities relating thereto to the Depositor or the Trust, the Depositor agrees that such event has occurredduties and liabilities are replaced by the terms of this Trust Agreement.
(c) The Owner Trustee shall incur no liability to anyone in acting upon any document reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the Depositor, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.
(d) In the exercise or administration of the trusts hereunder, the Owner Trustee (i) may act directly or, at the expense of the Trust, through agents or attorneys, and the Owner Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have no obligation to inquire intobeen selected by the Owner Trustee in good faith and in the absence of gross negligence, and (ii) may, at the expense of the Trust, consult with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or investigate as to, omitted in good faith by it in accordance with the occurrence advice or opinion of any such event counsel, accountants or other experts.
(including e) Notwithstanding anything contained herein to the contrary, neither Wilmington Trust Company nor the Owner Trustee shall be required to take any Event action in any jurisdiction other than the State of Default). For purposes Delaware if the taking of determining such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence becoming payable by Wilmington Trust Company, or (iii) subject Wilmington Trust Company to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by Wilmington Trust Company or the Owner Trustee's responsibility and liability hereunder, whenever reference is made as the case may be, contemplated hereby.
(f) Except as expressly provided in this Agreement to any event (including an Event of Default)Section 2, such reference shall be construed to refer only to such event of which in accepting and performing the trusts hereby created, the Owner Trustee has received written notice or of which a Responsible Officer of acts solely as Owner Trustee hereunder and not in its individual capacity, and all persons having any claim against the Owner Trustee has actual knowledgeby reason of the transactions contemplated by this Trust Agreement shall look only to the Trust’s property for payment or satisfaction thereof.
Appears in 1 contract
Sources: Trust Agreement (Indymac Abs Inc)