Common use of Duties of Delaware Trustee Clause in Contracts

Duties of Delaware Trustee. (a) It is understood and agreed that the duties and responsibilities 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 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 10A.2(a) above, the Delaware 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 Series Trust Estate or the payment of dividends or other distributions of income or principal to the Certificateholder or any of the Trust's beneficiaries. (c) The Delaware Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 10A.3 expressly made by the Delaware Trustee in its individual capacity, (iii) for any investments issued by the Delaware Trustee or any branch or affiliate thereof in its commercial capacity or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Delaware Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (A) the Delaware Trustee shall not be liable for any error of judgment made by a Responsible Officer of the Delaware Trustee; (B) the Delaware 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 Certificate Majority, the Depositor, the Master Servicer or any Certificateholder; (C) no provision of this Agreement or any Basic Document shall require the Delaware 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 any Basic Document if the Delaware 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; (D) under no circumstances shall the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents or any Related Document, including the principal of and interest on the Notes; (E) the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents or any Related Document, and the Delaware Trustee shall in no event assume or incur any liability, duty or obligation to the Depositor, any Support Provider, the Indenture Trustee, the Certificate Paying Agent, any Noteholder or to any Certificateholder, other than as expressly provided for herein or in the Basic Documents; (F) the Delaware Trustee shall not be liable for the default or misconduct of the Depositor, any Support Provider, the Indenture Trustee or the Master Servicer under any of the Basic Documents or otherwise and the Delaware Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Depositor or the Certificate Paying Agent under this Agreement, by the Indenture Trustee under the Indenture, the Series Supplement or any Related Document or the Master Servicer under the Master Sale and Servicing Agreement or the Series Supplement; (G) the Delaware Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document at the request, order or direction of the Certificate Majority or any of the Certificateholders, unless such Certificate Majority or Certificateholders have offered to the Delaware Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Delaware Trustee therein or thereby. The right of the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Delaware Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; and (H) the Delaware Trustee shall be entitled to any other rights, benefits and protection provided to the Owner Trustee in this Agreement.

Duties of Delaware Trustee. (a) It is understood The Delaware Trustee shall be a trustee for the sole and agreed that limited purpose of fulfilling the duties requirements of ss. 3807 of the Business Trust Statute. The Delaware Trustee shall have the power and responsibilities authority to execute, deliver, acknowledge and file all necessary documents of the Trust as required by the Business Trust Statute, and the Delaware Trustee shall be limited provide prompt notice to (i) accepting legal process served on the Trust in the State Owner Trustee of Delaware and (ii) the execution and delivery its performance 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 10A.2(a) above, any such acts. The Owner Trustee shall reasonably keep the Delaware Trustee shall not have informed of any duty or liability action taken by the Owner Trustee with respect to the administration of Trust that may affect the Trust, the investment of the Owner Trust Estate or the Series Trust Estate or the payment of dividends or other distributions of income or principal to the Certificateholder or any of the Trust's beneficiaries. (c) Delaware Trustee. The Delaware Trustee shall not be answerable entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties or accountable hereunder liabilities, of the Owner Trustee. The Delaware Trustee shall not be liable for the acts or omissions of the Owner Trustee, the Seller or the Trust. The Delaware Trustee shall owe no fiduciary or other duties to the Trust or the Seller except as expressly provided for in this Section 6A.1. (b) The Delaware Trustee is authorized from time to time to take such action under this Agreement as the Servicer directs in writing and shall, upon the written direction of the Servicer, execute and deliver any Basic Document under any circumstancesamendments to this Agreement in accordance with Article VIII hereof. (c) In the absence of bad faith on its part, except the Delaware Trustee may conclusively rely upon certificates or opinions furnished to the Delaware Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Delaware Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (id) The Delaware Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, bad faith or negligence, except that: (i) this subsection 6A.1(d) shall not limit the effect of subsection 6A.1(a); (ii) in the case of the inaccuracy of any representation or warranty contained in Section 10A.3 expressly made by the Delaware Trustee in its individual capacity, (iii) for any investments issued by the Delaware Trustee or any branch or affiliate thereof in its commercial capacity or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Delaware Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (A) the Delaware Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of unless it is proved that the Delaware Trustee;Trustee was negligent in ascertaining the pertinent facts; and (Biii) the Delaware 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 Certificate Majority, the Depositor, the Master Servicer or any Certificateholder; (C) no provision of this Agreement or any Basic Document shall require the Delaware 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 any Basic Document if the Delaware 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; (D) under no circumstances shall the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents or any Related Document, including the principal of and interest on the Notes; (E) the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents or any Related Document, and Person other than the Delaware Trustee shall in no event assume or incur any liability, duty or obligation to the Depositor, any Support Provider, the Indenture Trustee, the Certificate Paying Agent, any Noteholder or to any Certificateholder, other than as expressly provided for herein or in the Basic Documents;. (Fe) the The Delaware Trustee shall not be liable for take any action that (i) is inconsistent with the default or misconduct purposes of the DepositorTrust set forth in Section 2.3 or (ii) would, any Support Provider, to the Indenture Trustee or the Master Servicer under any actual knowledge of a Responsible Officer of the Basic Documents or otherwise and Delaware Trustee, result in the Delaware Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Depositor or the Certificate Paying Agent under this Agreement, by the Indenture Trustee under the Indenture, the Series Supplement or any Related Document or the Master Servicer under the Master Sale and Servicing Agreement or the Series Supplement; (G) the Delaware Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document at the request, order or direction of the Certificate Majority or any of the Certificateholders, unless such Certificate Majority or Certificateholders have offered to the Delaware Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Delaware Trustee therein or therebyTrust's becoming taxable as a corporation for federal income tax purposes. The right of Certificateholders shall not direct the Delaware Trustee to perform any discretionary act enumerated in take action that would violate the provisions of this Agreement or in any Basic Document shall not be construed as a duty, Section 6A.1 and the Delaware Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; and (H) the Delaware Trustee direction shall be entitled to any other rights, benefits null and protection provided to the Owner Trustee in this Agreementvoid.

Duties of Delaware Trustee. (a) It is understood and agreed that the duties and responsibilities 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 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 Statute. (b) Except as otherwise expressly required by Section 10A.2(a) above, the Delaware 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 Series Trust Estate or the payment of dividends or other distributions of income or principal to the Certificateholder or any of the Trust's ’s beneficiaries. (c) The Delaware Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 10A.3 expressly made by the Delaware Trustee in its individual capacity, (iii) for any investments issued by the Delaware Trustee or any branch or affiliate thereof in its commercial capacity or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Delaware Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (A) the Delaware Trustee shall not be liable for any error of judgment made by a Responsible Officer of the Delaware Trustee; (B) the Delaware 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 Certificate Majority, the Depositor, the Master Servicer or any Certificateholder; (C) no provision of this Agreement or any Basic Document shall require the Delaware 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 any Basic Document if the Delaware 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; (D) under no circumstances shall the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents or any Related Document, including the principal of and interest on the Notes; (E) the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents or any Related Document, and the Delaware Trustee shall in no event assume or incur any liability, duty or obligation to the Depositor, any Support Provider, the Indenture Trustee, the Certificate Paying Agent, any Noteholder or to any Certificateholder, other than as expressly provided for herein or in the Basic Documents; (F) the Delaware Trustee shall not be liable for the default or misconduct of the Depositor, any Support Provider, the Indenture Trustee or the Master Servicer under any of the Basic Documents or otherwise and the Delaware Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Depositor or the Certificate Paying Agent under this Agreement, by the Indenture Trustee under the Indenture, the Series Supplement or any Related Document or the Master Servicer under the Master Sale and Servicing Agreement or the Series Supplement; (G) the Delaware Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document at the request, order or direction of the Certificate Majority or any of the Certificateholders, unless such Certificate Majority or Certificateholders have offered to the Delaware Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Delaware Trustee therein or thereby. The right of the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Delaware Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; and (H) the Delaware Trustee shall be entitled to any other rights, benefits and protection provided to the Owner Trustee in this Agreement.