Concerning the Delaware Trustee. (a) The Delaware Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the requirement pursuant to Section 3807(a) of the DSTA that the Trust have at least one trustee which has its principal place of business in the State of Delaware. The Trust shall have at least one other trustee (other than the Delaware Trustee) to perform all obligations and duties other than fulfilling the Trust’s obligations pursuant to Section 3807(a) of the DSTA.
(b) The duties of the Delaware Trustee shall be limited to (i) accepting legal process served on the Trust in the State of Delaware and (ii) the execution of any certificates required to be filed with the Delaware Secretary of State which the Delaware Trustee is required to execute under Section 3811 of the DSTA. Except for the purpose of the foregoing sentence, the Delaware Trustee shall not be deemed a Trustee, shall not be a member of the Board of Trustees and shall have no management responsibilities or owe any fiduciary duties to the Trust or its shareholders. 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 its shareholders, it is hereby understood and agreed by the other parties hereto that such duties and liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Declaration. The Delaware Trustee shall have no liability for the acts or omissions of any other person, including, without limitation, the Trustees.
(c) The Delaware Trustee may be removed by the Trustee upon 30 days’ prior written notice to the Delaware Trustee. The Delaware Trustee may resign upon 30 days’ prior written notice to the Trustee. No resignation or removal of the Delaware Trustee shall be effective except upon the appointment of a successor Delaware Trustee appointed by the Trustee or a court of competent jurisdiction. If no successor Delaware Trustee has been appointed within such 30 day period, the Delaware Trustee may, at the expense of the Trust, petition a court of competent jurisdiction to appoint a successor Delaware Trustee.
(d) 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 Del...
Concerning the Delaware Trustee. Section 7.01 Section 7.02 Section 7.03 Section 7.04 Section 7.05 Section 7.06
Concerning the Delaware Trustee. 21 Section 7A.01
Concerning the Delaware Trustee. Section 7.01 Acceptance of Trusts and Duties 17 Section 7.02 Furnishing of Documents 18 Section 7.03 Representations and Warranties 19 Section 7.04 Reliance; Advice of Counsel 19 Section 7.05 Not Acting in Individual Capacity 19 Section 7.06 Delaware Trustee not Liable for Trust Certificates or Financed Eligible Loans 20 Section 7.07 Delaware Trustee May Own Trust Certificates and Notes 20
Concerning the Delaware Trustee. Section 7.01. Acceptance of Trusts and Duties 22 Section 7.02. Furnishing of Documents 23 Section 7.03. Representations and Warranties 23 Section 7.04. Reliance; Advice of Counsel 24 Section 7.05. Not Acting in Individual Capacity 24 Section 7.06. Delaware Trustee not Liable for Trust Certificates or Financed Eligible Loans 24 Section 7.07. Delaware Trustee May Own Trust Certificates and Notes 25 Section 7.08. Additional Covenants of the Delaware Trustee 25 Section 8.01. Delaware Trustee’s Fees and Expenses 25 Section 8.02. Indemnification 25 Section 8.03. Certificateholders To Assume Liability 26 Section 9.01. Termination of Trust Agreement 26 Section 9.02. Failure to Surrender Certificates Upon Termination 27 Section 10.01. Eligibility Requirements for Delaware Trustee 27 Section 10.02. Resignation or Removal of Delaware Trustee 28 Section 10.03. Successor Delaware Trustee 29 Section 10.04. Merger or Consolidation of Delaware Trustee 29 Section 10.05. Appointment of Co-Delaware Trustee or Separate Delaware Trustee 29 Section 11.01. Supplements and Amendments 31 Section 11.02. No Legal Title to Trust Estate in Certificateholders 32 Section 11.03. Limitations on Rights of Others 32 Section 11.04. Notices 32 Section 11.05. Severability 32 Section 11.06. Separate Counterparts 32 Section 11.07. Successors And Assigns 33 Section 11.08. No Petition 33 Section 11.09. No Recourse 33 Section 11.10. Headings 33 Section 11.11. Governing Law 33 Section 11.12. Filings with Governmental Authorities 33 EXHIBIT A FORM OF TRUST CERTIFICATE EXHIBIT B FORM OF PURCHASER’S REPRESENTATION AND WARRANTY LETTER EXHIBIT C FORM OF CERTIFICATE OF TRUST ANNEX A SECURITIZATION COOPERATION ANNEX AMENDED AND RESTATED TRUST AGREEMENT dated as of May 25, 2006 (this “Trust Agreement”), between WILMINGTON TRUST COMPANY, a Delaware banking corporation, acting hereunder not in its individual capacity but solely as Delaware trustee (the “Delaware Trustee”), and GOAL CAPITAL FUNDING, LLC, a Delaware limited liability company (the “Depositor”).
Concerning the Delaware Trustee. It is expressly understood and agreed by the parties to this Trust Indenture and the Owners that (a) this Trust Indenture is executed and delivered by the Delaware Trustee not in its individual or personal capacity but solely in its capacity as Delaware Trustee under the Trust Agreement on behalf of the Issuer, in the exercise of the powers and authority conferred and vested in it as Delaware Trustee under the Trust Agreement, subject to the protections, indemnities and limitations from liability afforded to the Delaware Trustee thereunder; (b) in no event shall Wilmington Trust, in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the Pledged Assets of the Issuer; (c) nothing contained herein shall be construed as creating any liability on Wilmington Trust, individually or personally, to perform any expressed or implied covenant, duty or obligation of any kind whatsoever contained herein; and (d) under no circumstances shall Wilmington Trust be personally liable for the payment of any fees, costs, indebtedness or expenses of any kind whatsoever or be personally liable for the breach or failure of any obligation, representation, agreement, warranty or covenant whatsoever made or undertaken by the Delaware Trustee or Issuer hereunder.
Concerning the Delaware Trustee. Section 7.01. Acceptance of Trusts and Duties 22 Section 7.02. Furnishing of Documents 23 Section 7.03. Representations and Warranties 23 Section 7.04. Reliance; Advice of Counsel 24 Section 7.05. Not Acting in Individual Capacity 24 Section 7.06. Delaware Trustee not Liable for Trust Certificates or Financed Student Loans 25 Section 7.07. Delaware Trustee May Own Trust Certificates and Notes 25 Section 8.01. Delaware Trustee’s Fees and Expenses 25 Section 8.02. Indemnification 26 Section 8.03. Certificateholders To Assume Liability 26
Concerning the Delaware Trustee. 24 Section 7.1. Acceptance of Delaware Trustee and Co-Owner Trustee; Duties.....................................24 Section 7.2. Furnishing of Documents.........................................................................25 Section 7.3. Representations and Warranties..................................................................25 Section 7.4. Reliance; Advice of Counsel.....................................................................27 Section 7.5. Not Acting in Individual Capacity...............................................................28 Section 7.6. Delaware Trustee Not Liable for Certificate, Notes or Financed Student Loans....................28 Section 7.7. Delaware Trustee, Co-Owner Trustee and Co-Owner Eligible Lender Trustee May Own Certificate and Notes.....................................................................................................29 ARTICLE VIII.....................................................................................................30
Concerning the Delaware Trustee. 75 SECTION 13.9 EFFECT OF HEADINGS....................................................................75 SECTION 13.10 TRUST INDENTURE ACT TO CONTROL........................................................75 SECTION 13.11 JUDGMENT CURRENCY.....................................................................75 ARTICLE 14 SECURITY INTEREST
Concerning the Delaware Trustee. 23 SECTION 7.01. Acceptance of Trusts and Duties .......................................................... 24 SECTION 7.02. Furnishing of Documents ...................................................................... 25
