Liability of Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by BNY Mellon Trust of Delaware, not in its individual capacity but solely as Owner Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as a personal representation, undertaking and agreement by the Owner Trustee 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 the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Trust, to perform any covenant either expressed or implied contained herein and (d) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any related document. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Trust hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. ###
Liability of Owner Trustee. It is expressly understood that (i) this Agreement has been executed by U.S. Bank Trust National Association, not in its individual capacity but solely as Owner Trustee on behalf of the Trust, (ii) each of the representations, undertakings and agreements herein or therein made on the part of the Trust is made and intended not as a personal representation, undertaking or agreement by U.S. Bank Trust National Association but is made and intended for the purpose of binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant of the Trust either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, and (iv) under no circumstances will U.S. Bank Trust National Association be personally liable for the payment of any obligation, indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement. The rights, duties and obligations of the Trust hereunder will be exercised and performed by Ally Financial Inc. (formerly GMAC Inc.) in its capacity as Administrator on behalf of the Trust. The Owner Trustee shall have no duty or obligation to monitor, exercise or perform the rights, duties or obligations of the Trust or the Administrator hereunder. ###
Liability of Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Loan Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it as the Owner Trustee, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Borrower, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the other parties hereto and by any Person claiming by, through or under such parties and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower under this Loan Agreement.
Liability of Owner Trustee. It is expressly understood and agreed by the parties hereto that:
Liability of Owner Trustee. The parties hereto each acknowledge that the Owner Trustee (except as otherwise expressly provided herein or therein) is entering into this Agreement and the other Operative Documents to which it is a party (other than the Trust Agreement), solely in its capacity as trustee, as the case may be, under the Trust Agreement and not in its individual capacity and that Fleet shall not be liable or accountable under any circumstances whatsoever in its individual capacity for or on account of any statements, representations, warranties, covenants or obligations stated to be those of the Owner Trustee except for its own gross negligence or willful misconduct and as otherwise expressly provided herein or in the other Operative Documents.
Liability of Owner Trustee. Notwithstanding anything contained in this Confirmation to the contrary, this instrument has been or will be signed on behalf of Party B by The Bank of New York (Delaware) not in its individual capacity but solely in its capacity as Owner Trustee of Party B and in no event will The Bank of New York (Delaware) in its individual capacity or any beneficial owner of Party B have any liability for the representations, warranties, covenants, agreements or other obligations of Party B hereunder, as to all of which recourse will be had solely to the assets of Party B. For all purposes of this Confirmation, in the performance of any duties or obligations of Party B under this Confirmation, the Owner Trustee will be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement; provided, however, that the foregoing will not relieve the Owner Trustee from any liability it might otherwise have under the Trust Agreement as a result of its gross negligence or willful misconduct. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to us. Best Regards, CATERPILLAR FINANCIAL ASSET TRUST 2007-A, By: The Bank of New York (Delaware), not in its individual capacity but solely as Owner Trustee By:/s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Vice President XXXXXXX XXXXX CAPITAL SERVICES, INC. By: /s/ Xxxx Xxx Name: Xxxx Xxx Title:
Liability of Owner Trustee. 50 SECTION 3.19 Exculpation of the Indenture Trustee...........................50 SECTION 3.20 Owner Trustee Agrees Not to File for Bankruptcy of the Issuer.......................................................51 SECTION 3.21 Reports to the Commission......................................51 SECTION 3.22 Representations and Warranties Regarding the Trust Estate......53
Liability of Owner Trustee. 18 Section 6.7 Indemnification of Owner Trustee...................................................19 EXHIBIT 10.2
Liability of Owner Trustee. 44 Section 8.10. No Bankruptcy Petition Against the Lender ....................44 Section 8.11. No Recourse Against Lender ...................................45 Section 8.12. Assignment by Lender to Conduit Assignee .....................45 Section 8.13. Assignment by Lender to Program Support Provider .............46
Liability of Owner Trustee. It is expressly understood that (i) this Agreement has been executed by [ ], not in its individual capacity but solely as Owner Trustee on behalf of the Trust, (ii) each of the representations, undertakings and agreements herein or therein made on the part of the Trust is made and intended not as a personal representation, undertaking or agreement by [ ] but is made and intended for the purpose of binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on [ ], individually or personally, to perform any covenant of the Trust either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, and (iv) under no circumstances will U.S. Bank Trust National Association be personally liable for the payment of any obligation, indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement. The rights, duties and obligations of the Trust hereunder will be exercised and performed by Ally Financial Inc. (formerly GMAC Inc.) in its capacity as Administrator on behalf of the Trust. The Owner Trustee shall have no duty or obligation to monitor, exercise or perform the rights, duties or obligations of the Trust or the Administrator hereunder. ###
