Common use of Appointment of Delaware Trustee Clause in Contracts

Appointment of Delaware Trustee. The Delaware Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the sole and limited purpose of satisfying the requirement of Section 3807 of the Delaware Business Trust Statute that the Trust have at least one trustee with a principal place of business in Delaware. It is understood and agreed by the parties hereto and the Certificateholders that the Delaware Trustee shall have none of the duties or liabilities of the Owner Trustee. The duties of the Delaware Trustee shall be limited to (a) accepting legal process served on the Trust in the State of Delaware and (b) the execution of any certificates required to be filed with the Secretary of State of the State of Delaware which the Delaware Trustee is required to execute pursuant to Section 3811 of the Business Trust Statute, and the Delaware Trustee shall provide prompt notice to the Owner Trustee of its performance of any such acts. The parties hereto and the Certificateholders understand and agree that the Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and liabilities, of the Owner Trustee. The Delaware Trustee shall not be liable for the acts or omissions of the Owner Trustee, the Depositor or the Trust. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Certificateholders, it is hereby understood and agreed by the other parties hereto and the Certificateholders that such duties and liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Trust Agreement. The Delaware Trustee shall owe no fiduciary or other duties to the Trust or to the Depositor except as expressly provided for herein.

Appointment of Delaware Trustee. The Delaware Trustee is hereby appointed to serve as the trustee of the Trust in the State of Delaware for the sole and limited purpose of satisfying the requirement of Section 3807 of the Delaware Business Statutory Trust Statute that the Trust have at least one trustee with a principal place of business in Delaware. It is understood and agreed by the parties hereto and the Certificateholders that the Delaware Trustee shall have has none of the duties or liabilities of the Owner Trustee. The duties of the Delaware Trustee shall be are limited to (a) accepting legal process served on the Trust in the State of Delaware and (b) the execution of executing and filing any certificates required to be filed with the Secretary of State of the State of Delaware which that the Delaware Trustee is required to execute and file pursuant to Section 3811 of the Business Statutory Trust Statute, and the . The Delaware Trustee shall provide prompt notice to the Owner Trustee of its performance of any such acts. The parties hereto and the Certificateholders to this Agreement understand and agree that the Delaware Trustee shall is not be entitled to exercise any powers, nor shall has the Delaware Trustee have any of the duties and liabilities, of the Owner Trustee. The Delaware Trustee shall is not be liable for the acts or omissions of the Owner Trustee, the Depositor Transferor or the Trust. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the CertificateholdersTrust, it is hereby understood and agreed by the other parties hereto and the Certificateholders that such duties and liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Trust Agreement. The Delaware Trustee shall owe owes no fiduciary or other duties to the Trust or to the Depositor Transferor except as expressly provided for hereinin this Agreement.

Appointment of Delaware Trustee. The Delaware Trustee hereby accepts its appointment made in this Agreement subject to the terms hereof, and the conditions enumerated below and agrees to act as Delaware Trustee pursuant to the terms hereof. (a) The Delaware Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the sole and limited purpose of satisfying the requirement of Section 3807 3807(a) of the Delaware Business Trust Statute Act that the Trust have at least one trustee with a principal place of business in Delawarethe State of Delaware (the "DELAWARE LOCATION REQUIREMENT"). It is understood and agreed by the parties hereto and the Certificateholders that the Delaware Trustee shall have none of the duties or liabilities of the Owner Liquidating Trustee. . (b) The duties of the Delaware Trustee shall be limited to (ai) accepting legal process served on the Trust in the State of Delaware and (bii) the execution of any certificates required to be filed with the Delaware Secretary of State of the State of Delaware which the Delaware Trustee is required to execute pursuant to under Section 3811 of the Business Trust Statute, and the Delaware Trustee shall provide prompt notice to the Owner Trustee of its performance of any such acts. The parties hereto and the Certificateholders understand and agree that the Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and liabilities, of the Owner Trustee. The Delaware Trustee shall not be liable for the acts or omissions of the Owner Trustee, the Depositor or the TrustAct. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the CertificateholdersBeneficiaries, it is hereby understood and agreed by the other parties hereto and the Certificateholders thereto that such duties and liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Trust Agreement. The Delaware Trustee shall owe have no fiduciary liability for the acts or other duties omissions of the Liquidating Trustee. (c) Any Person into which the Delaware Trustee may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Delaware Trustee shall be a party, or any Person which succeeds to all or substantially all of the corporate trust business of the Delaware Trustee, shall be the successor Delaware Trustee under this Agreement without the execution, delivery or filing or any paper or instrument or further act to be done on the part of the party thereto, except as may be required by applicable law; provided that such successor trustee must result in the Trust continuing to meet the Delaware Location Requirement. (d) The Delaware Trustee shall be entitled to all of the same rights, protections, limitations of duty or liability, indemnities and immunities under this Agreement and with respect to the Trust as the Liquidating Trustee, mutates mutandis. No amendment or to waiver of any provision of this Agreement which adversely affects the Depositor except as expressly provided for hereinDelaware Trustee shall be effective against it without its prior written consent.