Common use of CONCERNING THE Clause in Contracts

CONCERNING THE. LIQUIDATING TRUSTEES, BENEFICIARIES, EMPLOYEES AND AGENTSARTICLE VIICONCERNING THE TRUSTEES, BENEFICIARIES, EMPLOYEES AND AGENTS 7.1 Generally The Liquidating Trustee accepts and --------- undertakes to discharge the Liquidating Trust created by this Agreement, upon the terms and conditions thereof on behalf of the Beneficiaries. The Liquidating Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Agreement shall be construed to relieve the Liquidating Trustee from liability for its own willful misconduct, knowingly and intentionally committed in bad faith, except that: (a) No successor Liquidating Trustee shall be in any way responsible for the acts or omissions of the Liquidating Trustee in office prior to the date on which he or it becomes a Liquidating Trustee. (b) The Liquidating Trustee shall not be liable for the performance of such duties and obligations as are specifically set forth in this Agreement except for its bad faith or willful misconduct, and no implied covenants or obligations shall be read into this Agreement against the Liquidating Trustee. (c) The Liquidating Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Liquidating Trustee and conforming to the requirements of this Agreement. (d) The Liquidating Trustee shall not be liable for any act which the Liquidating Trustee may do or omit to do hereunder, or for any mistake of fact or law, or for any error of judgment, or for the misconduct of any employee, agent, representative or attorney appointed by it, or for anything that it may do or refrain from doing in connection with this Liquidating Trust Agreement while acting in good faith; unless caused by or arising from gross negligence, willful misconduct, fraud or any other breach of fiduciary duty of the Liquidating Trustee or any of its employees, agents, representatives or attorneys. (e) The duties and obligations of the Liquidating Trustee shall be limited to and determined solely by the express provisions of this Liquidating Trust Agreement and no implied duties or obligations shall be read into this Liquidating Trust Agreement against the Liquidating Trustee. The Liquidating Trustee is not bound by and is under no duty to inquire into the terms or validity of any other agreements or documents, including, but not limited to the Settlement Agreement and any agreements which may be related to, referred to in or deposited with the Liquidating Trustee in connection with this Liquidating Trust Agreement.

CONCERNING THE. LIQUIDATING TRUSTEES, BENEFICIARIES, EMPLOYEES DELAWARE TRUSTEE THE CO-OWNER TRUSTEE AND AGENTSARTICLE VIICONCERNING THE TRUSTEES, BENEFICIARIES, EMPLOYEES AND AGENTSCO-OWNER ELIGIBLE LENDER TRUSTEE 7.1 Generally The Liquidating Section 7.1. Acceptance of Delaware Trustee and Co-Owner Trustee; Duties. Each of the Delaware Trustee and the Co-Owner Trustee accepts the trusts hereby created and --------- undertakes agrees to discharge the Liquidating Trust created by this Agreement, perform its respective duties hereunder with respect to such trusts but only upon the terms and conditions thereof on behalf of this Agreement. The Co-Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the BeneficiariesTrust Property upon the terms of the Related Documents and this Agreement. The Liquidating Neither the Delaware Trustee nor the Co-Owner Trustee shall exercise such be answerable or accountable hereunder or under any Related Document under any circumstances, except that the Delaware Trustee or the Co-Owner Trustee, as applicable, shall be answerable or accountable hereunder (i) for its own willful misconduct or negligence, (ii) in the case of the rights inaccuracy of any representation or warranty given by it contained in Section 7.3 hereof, (iii) for liabilities arising from its failure to perform obligations expressly undertaken by it in the last sentence of Section 6.4 hereof, (iv) for any investments issued by it or any branch or affiliate thereof in its commercial capacity and powers vested (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by it in it connection with any of the transactions contemplated by this AgreementAgreement or any Related Document. In particular, but not by way of limitation (and use subject to the same degree of care and skill in its exercise as a prudent man would exercise or use under the circumstances exceptions set forth in the conduct preceding sentence): (a) neither the Delaware Trustee nor the Co-Owner Trustee shall be liable for any error of his own affairs. No judgment made in good faith by an authorized officer of the Delaware Trustee or the Co-Owner Trustee, respectively; (b) neither the Delaware Trustee nor the Co-Owner Trustee shall be liable with respect to any action taken or omitted to be taken by either in good faith in accordance with the instructions of the Instructing Party; (c) no provision of this Agreement or any Related Document shall be construed require the Delaware Trustee, the Co-Owner Trustee and/or the Co-Owner Eligible Lender Trustee to relieve the Liquidating Trustee from expend or risk funds or otherwise incur any financial liability for its own willful misconduct, knowingly and intentionally committed in bad faith, except that: (a) No successor Liquidating Trustee shall be in any way responsible for the acts or omissions of the Liquidating Trustee in office prior to the date on which he or it becomes a Liquidating Trustee. (b) The Liquidating Trustee shall not be liable for the performance of its rights or powers hereunder or under any Related Document if they shall have reasonable grounds for believing that repayment of such duties and obligations as are specifically set forth in this Agreement except for its bad faith funds or willful misconduct, and no implied covenants adequate indemnity against such risk or obligations shall be read into this Agreement against the Liquidating Trustee. (c) The Liquidating Trustee may conclusively rely, as liability is not reasonably assured or provided to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Liquidating Trustee and conforming to the requirements of this Agreement.them; (d) The Liquidating under no circumstances shall the Delaware Trustee, the Co-Owner Trustee shall not or the Co-Owner Eligible Lender Trustee be liable for any act which the Liquidating Trustee may do or omit to do hereunder, or for any mistake of fact or law, or for any error of judgment, or for the misconduct of any employee, agent, representative or attorney appointed by it, or for anything that it may do or refrain from doing in connection with this Liquidating Trust Agreement while acting in good faith; unless caused indebtedness evidenced by or arising from gross negligence, willful misconduct, fraud or any other breach of fiduciary duty of the Liquidating Trustee under this Agreement or any of its employeesthe Related Documents, agents, representatives or attorneys.including the principal of and interest and any Carryover Interest on the Notes; (e) The duties and obligations of neither the Liquidating Delaware Trustee, the Co-Owner Trustee nor the Co-Owner Eligible Lender Trustee shall be limited to and determined solely responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the express provisions of this Liquidating Trust Agreement and no implied duties Depositor or obligations shall be read into this Liquidating Trust Agreement against each other hereunder or for the Liquidating Trustee. The Liquidating Trustee is not bound by and is under no duty to inquire into the terms form, character, genuineness, sufficiency, value or validity of any of the Trust Property or for or in respect of the validity or sufficiency of the Related Documents, other agreements or documents, including, but not limited to the Settlement Agreement and any agreements which may be related than (i) with respect to, referred to in or deposited with the Liquidating Trustee in connection with this Liquidating Trust Agreement.