Common use of Acceptance of Trust and Duties Clause in Contracts

Acceptance of Trust and Duties. The VG Funding Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The VG Funding Trustee shall not be answerable or accountable hereunder or under the VG Funding Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the VG Funding Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The VG Funding Trustee shall not be liable for any error of judgment made by a responsible officer of the VG Funding Trustee. 2. No provision of this Agreement or the VG Funding Sale Agreement shall require the VG Funding Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the VG Funding Sale Agreement, if the VG Funding Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it. 3. The VG Funding Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by VG Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the VG Funding Sale Agreement.

Acceptance of Trust and Duties. The VG Funding Interim Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The VG Funding Interim Trustee shall not be answerable or accountable hereunder or under the VG Funding Sale Agreement Agreements under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the VG Funding Interim Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The VG Funding Interim Trustee shall not be liable for any error of judgment made by a responsible officer of the VG Funding Interim Trustee. 2. No provision of this Agreement or the VG Funding Sale Agreement Agreements shall require the VG Funding Interim Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the VG Funding Sale AgreementAgreements, if the VG Funding Interim Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it. 3. The VG Funding Interim Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by VG Funding the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the VG Funding Sale AgreementAgreements.

Acceptance of Trust and Duties. The VG Funding Trustee accepts Trustees accept the trust Trust hereby created and agrees agree to perform its their duties hereunder with respect to such trust the same, but only upon the terms of this Trust Agreement. The VG Funding Trustee Trustees shall not be answerable or accountable hereunder or under the VG Funding Sale Agreement personally liable under any circumstances, except (i) for its their own willful misconduct or negligence or gross negligence, (ii) for liabilities arising from the failure by such Trustee to perform obligations expressly undertaken by it under the terms of any Transaction Document, or (iii) for taxes, fees or other charges on, based on or measured by any fees, commissions or compensation received by the Trustees in the case connection with any of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made transactions contemplated by the VG Funding Trusteethis Trust Agreement. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The VG Funding Trustee Trustees shall not be personally liable for any error of judgment made in good faith by an authorized agent of a responsible officer Trustee; (b) The Trustees shall not be personally liable with respect to any action taken or omitted to be taken by the Trustees based on a good faith interpretation of the VG Funding TrusteeTransaction Documents. 2. (c) No provision of this Agreement or the VG Funding Sale Trust Agreement shall require the VG Funding Trustee Trustees to expend or risk their personal funds or otherwise incur any financial liability in the performance of any of its their rights or powers hereunder or under the VG Funding Sale Agreementhereunder, if the VG Funding Trustee Trustees shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.them; and 3. The VG Funding Trustee (d) Under no circumstances shall not the Trustees be responsible personally liable for or in respect any indebtedness of the validity or sufficiency of this Agreement or for the due execution hereof by VG Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the VG Funding Sale AgreementTrust.

Acceptance of Trust and Duties. The VG Funding Interim Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The VG Funding Interim Trustee shall not be answerable or accountable hereunder or under the VG Funding Sale Agreement Agreements under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the VG Funding Interim Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The VG Funding Interim Trustee shall not be liable for any error of judgment made by a responsible officer of the VG Funding Interim Trustee. 2. No provision of this Agreement or the VG Funding Sale Agreement Agreements shall require the VG Funding Interim Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the VG Funding Sale AgreementAgreements, if the VG Funding Interim Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it. 3. The VG Funding Interim Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by VG Funding the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the VG Funding Sale AgreementAgreements.

Acceptance of Trust and Duties. The VG Funding Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The VG Funding Trustee shall not be answerable or accountable hereunder or under the VG Funding Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the VG Funding Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The VG Funding Trustee shall not be liable for any error of judgment made by a responsible officer of the VG Funding Trustee. 2. No provision of this Agreement or the VG Funding Sale Agreement shall require the VG Funding Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the VG Funding Sale Agreement, if the VG Funding Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it. 3. The VG Funding Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by VG Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the VG Funding Sale Agreement.

Acceptance of Trust and Duties. The VG Funding Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The VG Funding Eligible Lender Trustee shall not be answerable or accountable hereunder or under the VG Funding Sale Agreement applicable Transaction Documents under any circumstances, except (i) for its own willful misconduct or misconduct, negligence or bad faith, (ii) in the case of breach by the inaccuracy Eligible Lender Trustee of any representation of its covenants under the Transaction Documents or warranty contained in Section 5.2 below expressly made (iii) the breach by the VG Funding TrusteeEligible Lender Trustee of any of its representations or warranties under the Transaction Documents. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. (a) The VG Funding Eligible Lender Trustee shall not be liable for any good faith error of judgment made by a responsible officer of the VG Funding TrusteeEligible Lender Trustee that does not otherwise fall within the scope of clause (i), (ii) or (iii) of the immediately preceding paragraph. 2. (b) No provision of this Agreement or the VG Funding Sale Agreement any applicable Transaction Document shall require the VG Funding Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the VG Funding Sale Agreementany applicable Transaction Document, if the VG Funding Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it. 3. The VG Funding Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by VG Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the VG Funding Sale Agreement.

Acceptance of Trust and Duties. The VG Funding Interim Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The VG Funding Interim Eligible Lender Trustee shall not be answerable or accountable hereunder under this Agreement, the Purchase Agreement or under the VG Funding Sale Transfer Agreement under any circumstances, except (i) for its own willful misconduct or misconduct, negligence or bad faith, (ii) in the case of breach by the inaccuracy Interim Eligible Lender Trustee of any representation of its covenants under the Transaction Documents or warranty contained in Section 5.2 below expressly made (iii) the breach by the VG Funding TrusteeInterim Eligible Lender Trustee of any of its representations or warranties under the Transaction Documents. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. (a) The VG Funding Interim Eligible Lender Trustee shall not be liable for any good faith error of judgment made by a responsible officer of the VG Funding TrusteeInterim Eligible Lender Trustee that does not otherwise fall within the scope of clause (i), (ii) or (iii) of the immediately preceding paragraph. 2. (b) No provision of this Agreement, the Purchase Agreement or the VG Funding Sale Transfer Agreement shall require the VG Funding Interim Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder under this Agreement, the Purchase Agreement or under the VG Funding Sale Transfer Agreement, if the VG Funding Interim Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it. 3. The VG Funding Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by VG Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the VG Funding Sale Agreement.

Acceptance of Trust and Duties. The VG Funding Interim Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The VG Funding Interim Eligible Lender Trustee shall not be answerable or accountable hereunder under this Agreement, the Purchase Agreements or under the VG Funding Sale Transfer Agreement under any circumstances, except (i) for its own willful misconduct or misconduct, negligence or bad faith, (ii) in the case of breach by the inaccuracy Interim Eligible Lender Trustee of any representation of its covenants under the Transaction Documents or warranty contained in Section 5.2 below expressly made (iii) the breach by the VG Funding TrusteeInterim Eligible Lender Trustee of any of its representations or warranties under the Transaction Documents. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. (a) The VG Funding Interim Eligible Lender Trustee shall not be liable for any good faith error of judgment made by a responsible officer of the VG Funding TrusteeInterim Eligible Lender Trustee that does not otherwise fall within the scope of clause (i), (ii) or (iii) of the immediately preceding paragraph. 2. (b) No provision of this Agreement Agreement, the Purchase Agreements or the VG Funding Sale Transfer Agreement shall require the VG Funding Interim Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder under this Agreement, the Purchase Agreements or under the VG Funding Sale Transfer Agreement, if the VG Funding Interim Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it. 3. The VG Funding Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by VG Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the VG Funding Sale Agreement.

Acceptance of Trust and Duties. The VG Funding Interim Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The VG Funding Interim Eligible Lender Trustee shall not be answerable or accountable hereunder or under the VG Funding Sale any Purchase Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the VG Funding Interim Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The VG Funding Interim Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the VG Funding Interim Eligible Lender Trustee. 2. No provision of this Agreement or the VG Funding Sale any Purchase Agreement shall require the VG Funding Interim Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the VG Funding Sale any Purchase Agreement, if the VG Funding Interim Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it. 3. The VG Funding Interim Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by VG Funding the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the VG Funding Sale any Purchase Agreement.

Acceptance of Trust and Duties. The VG Funding Interim Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The VG Funding Interim Eligible Lender Trustee shall not be answerable or accountable hereunder or under the VG Funding Purchase Agreement or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the VG Funding Interim Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The VG Funding the Interim Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the VG Funding Interim Eligible Lender Trustee.; 2. No no provision of this Agreement, the Purchase Agreement or the VG Funding Sale Agreement shall require the VG Funding Interim Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the VG Funding Purchase Agreement or the Sale Agreement, if the VG Funding Interim Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it. 3. The VG Funding Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by VG Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the VG Funding Sale Agreement.such

Acceptance of Trust and Duties. The VG Funding Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The VG Funding Trustee shall not be answerable or accountable hereunder or under the VG Funding Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the VG Funding Interim Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The VG Funding Interim Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the VG Funding Interim Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreement or the VG Funding Sale Agreement shall require the VG Funding Interim Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the VG Funding Purchase Agreement or the Sale Agreement, if the VG Funding Interim Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it. 3. The VG Funding Interim Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by VG Funding the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the VG Funding Purchase Agreement or the Sale Agreement.