Acknowledgment of Multiple Roles. The parties expressly acknowledge and consent to U.S. Bank National Association acting in the capacity of Trustee of the Trust and in the capacity of Custodian with respect to the Funding Agreement being pledged and assigned by the Trust to the Indenture Trustee. U.S. Bank National Association may, in such dual capacities, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by U.S. Bank National Association of any of its respective duties in its capacities as Custodian and/or Trustee. The parties hereto waive all defenses, claims or assertions against U.S. Bank National Association which are based on the foregoing.
Acknowledgment of Multiple Roles. The parties expressly acknowledge and consent to U.S. Bank National Association acting in the capacity of Trustee of the Trust and in the capacity of Custodian with respect to the Funding Agreement being pledged and assigned by the Trust to the Indenture Trustee. U.S. Bank National Association may, in such dual capacities, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by U.S. Bank National Association of any of its respective duties in its capacities as Custodian and/or Trustee. The parties hereto waive all defenses, claims or assertions against U.S. Bank National Association which are based on the foregoing. This TERMS AGREEMENT (this “Terms Agreement”) is entered into as of the date of the Pricing Supplement by and among ING USA Annuity and Life Insurance Company (“ING USA”), the ING USA Global Funding Trust specified in the Omnibus Instrument (the “Trust”) and the Agent(s) specified in the Pricing Supplement (the “Agent(s)”).
Acknowledgment of Multiple Roles. The parties expressly acknowledge and consent to U.S. Bank National Association acting in the capacity of Trustee of the Trust and in the capacity of Custodian with respect to the Funding Agreement being pledged and assigned by the Trust to the Indenture Trustee. U.S. Bank National Association may, in such dual capacities, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by U.S. Bank National Association of any of its respective duties in its capacities as Custodian and/or Trustee. The parties hereto waive all defenses, claims or assertions against U.S. Bank National Association which are based on the foregoing. SECTION C TERMS AGREEMENT This TERMS AGREEMENT (this "Terms Agreement") is entered into as of the Original Issue Date by and among ING USA Annuity and Life Insurance Company ("ING USA"), the ING USA Global Funding Trust specified in the Omnibus Instrument (the "Trust") and the [Purchasing Agent/Agent(s)] specified in the Pricing Supplement [(the "Purchasing Agent")/(the "Agent(s)")].
Acknowledgment of Multiple Roles. The parties expressly acknowledge and consent to Norwest Bank Minnesota, National Association acting in the possible dual capacity of Back-up Servicer or successor Servicer and in the capacity as Indenture Trustee. Norwest Bank Minnesota, National Association may, in such dual capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Norwest Bank Minnesota, National Association of express duties set forth in this Indenture in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto except in the case of negligence (other than errors in judgment) and willful misconduct by Norwest Bank Minnesota, National Association. * * * * *
Acknowledgment of Multiple Roles. The parties expressly acknowledge and consent to U.S. Bank National Association acting in the capacity of Trustee of the Trust and in the capacity of Custodian with respect to the Funding Agreement being pledged and assigned by the Trust to the Indenture Trustee. U.S. Bank National Association may, in such dual capacities, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by U.S. Bank National Association of any of its respective duties in its capacities as Custodian and/or Trustee. The parties hereto waive all defenses, claims or assertions against U.S. Bank National Association which are based on the foregoing. This Omnibus Instrument may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Each signatory, by its execution hereof, does hereby become a party to each of the agreements or indenture identified for such party as of the date specified in such agreements or indenture.
Acknowledgment of Multiple Roles. The parties expressly acknowledge and consent to Mellon Investor Services LLC acting as agent of the Trustee to perform any of the activities of the Trustee or its affiliates described herein and also acting in the capacity of Exchange Agent under the exchange agent agreement, dated [—], 2009 (the “Exchange Agent Agreement”), among the Company, the Exchange Agent and the Trustee. Mellon Investor Services LLC may, in such capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Mellon Investor Services LLC of its express duties set forth in this Agreement and the Exchange Agent Agreement, all of which defenses, claims or assertions are hereby expressly waived by the parties hereto except in the case of the willful misconduct, gross negligence or bad faith by Mellon Investor Services LLC.
Acknowledgment of Multiple Roles. The parties expressly acknowledge and consent to Illinois Stock Transfer Company acting as Trustee and performing any of the activities of the Trustee or its affiliates described herein and also acting in the capacity of Exchange Agent under an agreement, engagement letter or other arrangement entered into on or prior to the date hereof (the “Exchange Agent Agreement”) with the Company. Illinois Stock Transfer Company may, in such capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Illinois Stock Transfer Company of its express duties set forth in this Agreement and the Exchange Agent Agreement, all of which defenses, claims or assertions are hereby expressly waived by the parties hereto except in the case of the willful misconduct, gross negligence or bad faith by Illinois Stock Transfer Company.
Acknowledgment of Multiple Roles. The parties expressly acknowledge and consent to Xxxxx Fargo Bank Minnesota, National Association ("XXXXX FARGO") acting in the possible dual capacity of Back-Up Servicer or successor Servicer and in the capacity as Indenture Trustee and Custodian. Xxxxx Fargo may, in such dual capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Xxxxx Fargo of express duties set forth in this Indenture in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto except in the case of negligence (other than errors in judgment) and willful misconduct by Xxxxx Fargo.
Acknowledgment of Multiple Roles. The parties expressly acknowledge and consent to Wells Fargo Bank Minnesota, National Association, acting in the possxxxx dual capacity of Back-up Servicer or successor Servicer and in the capacity as Indenture Trustee. Wells Fargo Bank Minnesota, National Association, may, in such dual xxxxxity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Wells Fargo Bank Minnesota, National Association, in any of such capxxxxxes, of express duties set forth in this Agreement, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto except in the case of negligence (other than errors in judgment) and willful misconduct by Wells Fargo Bank Minnesota, National Association.
Acknowledgment of Multiple Roles. The parties expressly acknowledge and consent to the Chase Manhattan Bank USA, National Association and The Chase Manhattan Bank (collectively "Chase") acting in the dual capacity of Indenture Trustee and Owner Trustee. Chase may, in such dual capacity discharge its separate functions fully, without hindrance or regard to conflict of interest principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from actions or omissions by Chase pursuant to this Agreement or the other transaction documents in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto.
