Common use of DUTIES OF DELAWARE CO-TRUSTEE Clause in Contracts

DUTIES OF DELAWARE CO-TRUSTEE. (a) It is understood and agreed that the duties and responsibilities of the Delaware Co-Trustee shall be limited to (a) accepting legal process served on the Trust in the State of Delaware and (b) the execution and delivery of all documents, and the maintenance of all records, necessary to form and maintain the existence of the Trust under the Business Trust Statute. (b) Except as otherwise expressly required by Section 11.02(a) above, the Delaware Co-Trustee shall not have any duty or liability with respect to the administration of the Trust, the investment of the Owner Trust Estate or the Sub-Trust Assets or the payment of dividends or other distributions of income or principal to the Certificateholder or any of the Trust's or Sub-Trust's beneficiaries. (c) The Delaware Co-Trustee shall not be liable for the acts or omissions of the Owner Trustee, the Indenture Trustee or the Administrator, nor shall the Delaware Co-Trustee be liable for supervising or monitoring the performance of the duties and obligations of the Owner Trustee, the Indenture Trustee, the Administrator or the Trust or duties and obligations of any of the foregoing under any of the Basic Documents. The Delaware Co-Trustee shall not be personally liable under any circumstances, except for its own willful misconduct or gross negligence. In particular, but not by way of limitation: (i) The Delaware Co-Trustee shall not be personally liable for any error of judgment made in good faith; (ii) No provision of this Agreement shall require the Delaware Co-Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder, if the Delaware Co-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; (iii) Under no circumstance shall the Delaware Co-Trustee be personally liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust; (iv) The Delaware Co-Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Owner Trustee or the Depositor; (v) The Delaware Co-Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (vi) the Delaware Co-Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator, as provided in the Administration Agreement, or the Certificateholder, as provided herein; (vii) In the exercise or administration of the Trusts hereunder, the Delaware Co-Trustee (i) may act directly or through agents or attorneys pursuant to agreements entered into with any of them, and the Delaware Co-Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Delaware Co-Trustee in good faith and (ii) may consult with counsel, accountants and other skilled persons to be selected in good faith and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or such Opinion of Counsel, accountants or other skilled persons; (viii) The Delaware Co-Trustee shall be entitled to all of the other benefits and protection provided to the Owner Trustee in this Agreement; and (ix) Except as expressly provided in this Section 11.02, in accepting and performing the Trust hereby created the Delaware Co-Trustee acts solely as co-trustee hereunder and not in its individual capacity, and all persons having any claim against the Delaware Co-Trustee by reason of the transactions contemplated by this Agreement shall look only to the Administrator for payment or satisfaction thereof.

DUTIES OF DELAWARE CO-TRUSTEE. (a) It is understood and agreed that the duties and responsibilities of the Delaware Co-Trustee shall be limited to (a) accepting legal process served on the Trust in the State of Delaware and (b) the execution and delivery of all documents, and the maintenance of all records, necessary to form and maintain the existence of the Trust under the Business Trust Statute. (b) Except as otherwise expressly required by Section 11.02(a) above, the Delaware Co-Trustee shall not have any duty or liability with respect to the administration of the Trust, the investment of the Owner Trust Estate or the Sub-Trust Assets Estate or the payment of dividends or other distributions of income or principal to the Certificateholder or any of the Trust's or Sub-Trust's beneficiaries. (c) The Delaware Co-Trustee shall not be liable for the acts or omissions of the Owner Trustee, the Indenture Trustee or the Administrator, nor shall the Delaware Co-Trustee be liable for supervising or monitoring the performance of the duties and obligations of the Owner Trustee, the Indenture Trustee, the Administrator or the Trust or duties and obligations of any of the foregoing under any of the Basic Documents. The Delaware Co-Trustee shall not be personally liable under any circumstances, except for its own willful misconduct or gross negligence. In particular, but not by way of limitation: (i) The Delaware Co-Trustee shall not be personally liable for any error of judgment made in good faith; (ii) No provision of this Agreement shall require the Delaware Co-Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder, if the Delaware Co-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; (iii) Under no circumstance shall the Delaware Co-Trustee be personally liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust; (iv) The Delaware Co-Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Owner Trustee or the Depositor; (v) The Delaware Co-Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (vi) the Delaware Co-Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator, as provided in the Administration Agreement, or the Certificateholder, as provided herein; (vii) In the exercise or administration of the Trusts hereunder, the Delaware Co-Trustee (i) may act directly or through agents or attorneys pursuant to agreements entered into with any of them, and the Delaware Co-Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Delaware Co-Trustee in good faith and (ii) may consult with counsel, accountants and other skilled persons to be selected in good faith and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or such Opinion of Counsel, accountants or other skilled persons; (viii) The Delaware Co-Trustee shall be entitled to all of the other benefits and protection provided to the Owner Trustee in this Agreement; and (ix) Except as expressly provided in this Section 11.02, in accepting and performing the Trust hereby created the Delaware Co-Trustee acts solely as co-trustee hereunder and not in its individual capacity, and all persons having any claim against the Delaware Co-Trustee by reason of the transactions contemplated by this Agreement shall look only to the Administrator for payment or satisfaction thereof.

DUTIES OF DELAWARE CO-TRUSTEE. (a) It is understood and agreed that the duties and responsibilities of the Delaware Co-Trustee shall be limited to (a) accepting legal process served on the Trust in the State of Delaware and (b) the execution and delivery of all documents, and the maintenance of all records, necessary to form and maintain the existence of the Trust under the Business Trust Statute. (b) Except as otherwise expressly required by Section 11.02(a) above, the Delaware Co-Trustee shall not have any duty or liability with respect to the administration of the Trust, the investment of the Owner Trust Estate or the Sub-Trust Assets Estate or the payment of dividends or other distributions of income or principal to the Certificateholder Certificateholders or any of the Trust's or Sub-Trust's beneficiaries. (c) The Delaware Co-Trustee shall not be liable for the acts or omissions of the Owner Trustee, the Indenture Trustee or the Administrator, nor shall the Delaware Co-Trustee be liable for supervising or monitoring the performance of the duties and obligations of the Owner Trustee, the Indenture Trustee, the Administrator or the Trust or duties and obligations of any of the foregoing under any of the Basic Documents. The Delaware Co-Trustee shall not be personally liable under any circumstances, except for its own willful misconduct or gross negligence. In particular, but not by way of limitation: (ia) The Delaware Co-Trustee shall not be personally liable for any error of judgment made in good faith; (iib) No provision of this Agreement shall require the Delaware Co-Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder, if the Delaware Co-Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured assures or provided to it; (iiic) Under no circumstance shall the Delaware Co-Trustee be personally liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust; (ivd) The Delaware Co-Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Owner Trustee or the Depositor; (ve) The Delaware Co-Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (vif) the Delaware Co-Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator, as provided in the Administration Agreement, or the CertificateholderCertificateholders, as provided herein; (viig) In the exercise or administration of the Trusts hereunder, the Delaware Co-Trustee (i) may act directly or through agents or attorneys pursuant to agreements entered into with any of them, and the Delaware Co-Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Delaware Co-Trustee in good faith and (ii) may consult with counsel, accountants and other skilled persons to be selected in good faith and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or such Opinion of Counsel, accountants or other skilled persons; (viiih) The Delaware Co-Trustee shall be entitled to all of the other benefits and protection provided to the Owner Trustee in this Agreement; and (ixi) Except as expressly provided in this Section 11.02, in accepting and performing the Trust hereby created the Delaware Co-Trustee acts solely as co-trustee hereunder and not in its individual capacity, and all persons having any claim against the Delaware Co-Trustee by reason of the transactions contemplated by this Agreement shall look only to the Administrator for payment or satisfaction thereof.

DUTIES OF DELAWARE CO-TRUSTEE. (a) It is understood and agreed that the duties and responsibilities of the Delaware Co-Trustee shall be limited to (a) accepting legal process served on the Trust Issuer in the State of Delaware and (b) the execution and delivery of all documents, and the maintenance of all records, necessary to form and maintain the existence of the Trust Issuer under the Business Trust Statute. (b) Except as otherwise expressly required by Section 11.02(a) above, the Delaware Co-Trustee shall not have any duty or liability with respect to the administration of the TrustIssuer, the investment of the Owner Trust Estate or the Sub-Trust Assets Estate or the payment of dividends or other distributions of income or principal to the Certificateholder Certificateholders or any of the Trust's or Sub-TrustIssuer's beneficiaries. (c) The Delaware Co-Trustee shall not be liable for the acts or omissions of the Owner Trustee, the Indenture Trustee or the Administrator, nor shall the Delaware Co-Trustee be liable for supervising or monitoring the performance of the duties and obligations of the Owner Trustee, the Indenture Trustee, the Administrator or the Trust Issuer or duties and obligations of any of the foregoing under any of the Basic Documents. The Delaware Co-Trustee shall not be personally liable under any circumstances, except for its own willful misconduct or gross negligence. In particular, but not by way of limitation: (ia) The Delaware Co-Trustee shall not be personally liable for any error of judgment made in good faith; (iib) No provision of this Agreement shall require the Delaware Co-Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder, if the Delaware Co-Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured assures or provided to it; (iiic) Under no circumstance shall the Delaware Co-Trustee be personally liable for any representation, warranty, covenant, agreement, or indebtedness of the TrustIssuer; (ivd) The Delaware Co-Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Owner Trustee or the Depositor; (ve) The Delaware Co-Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (vif) the Delaware Co-Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator, as provided in the Administration Agreement, or the CertificateholderCertificateholders, as provided herein; (viig) In the exercise or administration of the Trusts Issuer hereunder, the Delaware Co-Trustee (i) may act directly or through agents or attorneys pursuant to agreements entered into with any of them, and the Delaware Co-Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Delaware Co-Trustee in good faith and (ii) may consult with counsel, accountants and other skilled persons to be selected in good faith and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or such Opinion of Counsel, accountants or other skilled persons; (viiih) The Delaware Co-Trustee shall be entitled to all of the other benefits and protection provided to the Owner Trustee in this Agreement; and (ixi) Except as expressly provided in this Section 11.02, in accepting and performing the Trust Issuer hereby created the Delaware Co-Trustee acts solely as co-trustee hereunder and not in its individual capacity, and all persons having any claim against the Delaware Co-Trustee by reason of the transactions contemplated by this Agreement shall look only to the Administrator for payment or satisfaction thereof.

DUTIES OF DELAWARE CO-TRUSTEE. (a) It is understood and agreed that the duties and responsibilities of the Delaware Co-Trustee shall be limited to (a) accepting legal process served on the Trust in the State of Delaware and (b) the execution and delivery of all documents, and the maintenance of all records, necessary to form and maintain the existence of the Trust under the Business Statutory Trust StatuteAct. (b) Except as otherwise expressly required by Section 11.02(a) above, the Delaware Co-Trustee shall not have any duty or liability with respect to the administration of the Trust, the investment of the Owner Trust Estate or the Sub-Trust Assets or the payment of dividends or other distributions of income or principal to the Certificateholder or any of the Trust's or Sub-Trust's beneficiaries. (c) The Delaware Co-Trustee shall not be liable for the acts or omissions of the Owner Trustee, the Indenture Trustee or the Administrator, nor shall the Delaware Co-Trustee be liable for supervising or monitoring the performance of the duties and obligations of the Owner Trustee, the Indenture Trustee, the Administrator or the Trust or duties and obligations of any of the foregoing under any of the Basic Documents. The Delaware Co-Trustee shall not be personally liable under any circumstances, except for its own willful misconduct or gross negligence. In particular, but not by way of limitation: (i) The Delaware Co-Trustee shall not be personally liable for any error of judgment made in good faith; (ii) No provision of this Agreement shall require the Delaware Co-Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder, if the Delaware Co-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; (iii) Under no circumstance shall the Delaware Co-Trustee be personally liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust; (iv) The Delaware Co-Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Owner Trustee or the Depositor; (v) The Delaware Co-Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (vi) the Delaware Co-Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator, as provided in the Administration Agreement, or the Certificateholder, as provided herein; (vii) In the exercise or administration of the Trusts hereunder, the Delaware Co-Trustee (i) may act directly or through agents or attorneys pursuant to agreements entered into with any of them, and the Delaware Co-Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Delaware Co-Trustee in good faith and (ii) may consult with counsel, accountants and other skilled persons to be selected in good faith and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or such Opinion of Counsel, accountants or other skilled persons; (viii) The Delaware Co-Trustee shall be entitled to all of the other benefits and protection provided to the Owner Trustee in this Agreement; and (ix) Except as expressly provided in this Section 11.02, in accepting and performing the Trust hereby created the Delaware Co-Trustee acts solely as co-trustee hereunder and not in its individual capacity, and all persons having any claim against the Delaware Co-Trustee by reason of the transactions contemplated by this Agreement shall look only to the Administrator for payment or satisfaction thereof.