Common use of Duties of the Delaware Trustee Clause in Contracts

Duties of the Delaware Trustee. 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 of Section 3807(a) of the Delaware Statutory Trust Act 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 that the Delaware Trustee shall have none of the duties or liabilities of the Eligible Lender 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 under Section 3811 of the Delaware Statutory Trust Act. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto with respect to the Trust, the beneficial owners thereof or any other person, it is hereby understood and agreed by the other parties hereto that such duties and liabilities will replace the duties and liabilities of the Delaware Trustee expressly set forth in this Section 7.8. The Delaware Trustee shall have all the rights, privileges and immunities of the Eligible Lender Txxxxxx.Xx addition to the foregoing, the Delaware Trustee also hereby agrees to execute and deliver all amendments or supplements to this Agreement, delivered to it for execution pursuant to Section 11.1, if such amendment or supplement does not materially or adversely affect the rights or duties of the Delaware Trustee.

Duties of the Delaware Trustee. 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 of Section 3807(a) of the Delaware Statutory Trust Act 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 that the Delaware Trustee shall have none of the duties or liabilities of the Eligible Lender 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 under Section 3811 of the Delaware Statutory Trust Act. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto with respect to the Trust, the beneficial owners thereof or any other person, it is hereby understood and agreed by the other parties hereto that such duties and liabilities will replace are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Section 7.87.08. The Delaware Trustee shall have all the rights, privileges and immunities of the Eligible Lender Txxxxxx.Xx addition to Owner Trustee. Section 8.01. Owner Trustee’s and Delaware Trustee’s Fees and Expenses. Each of the foregoing, Owner Trustee and the Delaware Trustee also hereby agrees to execute shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Depositor and deliver all amendments or supplements to this Agreement, delivered to it for execution pursuant to Section 11.1, if such amendment or supplement does not materially or adversely affect the rights or duties of Owner Trustee and the Delaware Trustee, respectively, and upon the formation of the Issuer, each of the Owner Trustee and the Delaware Trustee shall be entitled to be reimbursed by the Issuer for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as each of the Owner Trustee and the Delaware Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder.

Duties of the Delaware Trustee. The Delaware Trustee is appointed to serve as the trustee of the Trust Issuer in the State of Delaware for the sole purpose of satisfying the requirement of Section 3807(a) of the Delaware Statutory Trust Act Statute that the Trust Issuer have at least one trustee with a principal place of business in Delaware. It is understood and agreed by the parties hereto that the Delaware Trustee shall have none of the duties or liabilities of the Eligible Lender Owner Trustee. The duties of the Delaware Trustee shall be limited to (a) accepting legal process served on the Trust Issuer in the State of Delaware and (b) the execution of any certificates required to be filed with by the Secretary of State of the State of Delaware Statutory Trust Statute which the Delaware Trustee is required to execute under Section 3811 of the Delaware Statutory Trust ActStatute. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto with respect to the TrustIssuer, the beneficial owners thereof or any other person, it is hereby understood and agreed by the other parties hereto that such duties and liabilities will replace be replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Section 7.87.10. The Delaware Trustee shall have all the rights, privileges and immunities of the Eligible Lender Txxxxxx.Xx Owner Trustee. In addition to the foregoing, the Delaware Trustee also hereby agrees to execute and deliver all amendments or supplements to this Agreement, delivered to it for execution pursuant to Section 11.1, if such amendment amendments or supplement does supplements do not materially or adversely affect the rights or duties of the Delaware Trustee.. 26 Amended and Restated

Duties of the Delaware Trustee. 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 of Section 3807(a) of the Delaware Statutory Trust Act 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 that the Delaware Trustee shall have none of the duties or liabilities of the Eligible Lender 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 under Section 3811 of the Delaware Statutory Trust Act. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto with respect to the Trust, the beneficial owners thereof or any other person, it is hereby understood and agreed by the other parties hereto that such duties and liabilities will replace be replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Section 7.87.06. No implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any Trust Document against the Delaware Trustee. The Delaware Trustee shall have all the rights, privileges and immunities (but none of the Eligible Lender Txxxxxx.Xx obligations) of the Trustee. In addition to the foregoing, the Delaware Trustee also hereby agrees to execute and deliver all amendments or supplements to this Agreement, delivered to it for execution pursuant to Section 11.111.01, if such amendment or supplement does not materially or adversely affect the rights rights, indemnities, immunities or duties of the Delaware Trustee. The Delaware Trustee shall not be liable for supervising or monitoring the performance and the duties and obligations of any other Person, including, without limitation, the Trustee or the Trust under this Agreement or any Trust Document and the Delaware Trustee shall have no liability for the acts or omissions of the Trustee, the Trust, the beneficial owners thereof or any other person.

Duties of the Delaware Trustee. 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 of Section 3807(a) of the Delaware Statutory Trust Act 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 that the Delaware Trustee shall have none of the duties or liabilities of the Eligible Lender 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 under Section 3811 of the Delaware Statutory Trust Act. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto with respect to the Trust, the beneficial owners thereof or any other person, it is hereby understood and agreed by the other parties hereto that such duties and liabilities will replace be replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Section 7.8Section. No implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any Trust Document against the Delaware Trustee. The Delaware Trustee shall have all the rights, privileges and immunities (but none of the Eligible Lender Txxxxxx.Xx obligations) of the Trustee. In addition to the foregoing, the Delaware Trustee also hereby agrees to execute and deliver all amendments or supplements to this Agreement, delivered to it for execution pursuant to Section 11.111.01 hereof, if such amendment or supplement does not materially or adversely affect the rights rights, indemnities, immunities or duties of the Delaware Trustee.. The Delaware Trustee shall not be liable for supervising or monitoring the performance and the duties and obligations of any other Person, including, without limitation, the Trustee or the Trust under this Agreement or any Trust Document and the Delaware Trustee shall have no liability for the acts or omissions of the Trustee, the Trust, the beneficial owners thereof or any other person. 24 4814-8521-2291.2

Duties of the Delaware Trustee. The Delaware [Delaware] Trustee, before the occurrence of a Master Servicer Event of Default and after the curing of all Master Servicer Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement [and the Trust Agreement]. In case a Master Servicer Event of Default has occurred and remains uncured, the [Delaware] Trustee is appointed to serve as the trustee shall exercise such of the rights and powers vested in it by this Agreement [and the Trust Agreement], and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the State conduct of Delaware such person’s own affairs. The [Delaware] Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the [Delaware] Trustee that are specifically required to be furnished pursuant to any provision of this Agreement [and the Trust Agreement]shall examine them to determine whether they are in the form required by this Agreement [and the Trust Agreement]. The [Delaware] Trustee shall not be responsible for the sole purpose accuracy or content of satisfying any resolution, certificate, statement, opinion, report, document, order, or other instrument. No provision of this Agreement shall be construed to relieve the requirement [Delaware] Trustee from liability for its own negligent action, its own negligent failure to act or its own bad faith or willful misfeasance. Unless a Master Servicer Event of Section 3807(aDefault known to the [Delaware] Trustee has occurred and is continuing, (a) the duties and obligations of the Delaware Statutory Trust Act that [Delaware] Trustee shall be determined solely by the express provisions of this Agreement [and the Trust have at least one trustee with a principal place of business in Agreement], the [Delaware. It is understood and agreed by the parties hereto that the Delaware ] Trustee shall have none not be liable except for the performance of the duties and obligations specifically set forth in this Agreement, no implied covenants or liabilities obligations shall be read into this Agreement against the [Delaware] Trustee, and the [Delaware] Trustee may conclusively rely, as to the truth of the Eligible Lender Trustee. The duties statements and the correctness of the Delaware opinions expressed therein, upon any certificates or opinions furnished to the [Delaware] Trustee shall and conforming to the requirements of this Agreement which it believed in good faith to be limited genuine and to (a) accepting legal process served on have been duly executed by the Trust in the State of Delaware and proper authorities respecting any matters arising hereunder; (b) the execution [Delaware] Trustee shall not be liable for an error of any certificates required to be filed with the Secretary of State judgment made in good faith by a Responsible Officer or Responsible Officers of the State of Delaware which [Delaware] Trustee, unless it is finally proven that the Delaware [Delaware] Trustee is required to execute under Section 3811 of was negligent in ascertaining the Delaware Statutory Trust Act. To pertinent facts; and (c) the extent that, at law or in equity, the Delaware [Delaware] Trustee has duties (including fiduciary duties) and liabilities relating thereto shall not be liable with respect to any action taken, suffered, or omitted to be taken by it in good faith in accordance with the Trust, the beneficial owners thereof or any other person, it is hereby understood and agreed by the other parties hereto that such duties and liabilities will replace the duties and liabilities direction of the Delaware Holders of Certificates evidencing not less than 25% of the Voting Rights relating to the time, method, and place of conducting any proceeding for any remedy available to the [Delaware] Trustee, or exercising any trust or power conferred upon the [Delaware] Trustee expressly set forth in under this Section 7.8Agreement. The Delaware Trustee Master Servicer or [Delaware] Trustee, as applicable, shall have all be permitted to utilize one or more Subcontractors for the rights, privileges and immunities performance of the Eligible Lender Txxxxxx.Xx addition to the foregoing, the Delaware Trustee also hereby agrees to execute and deliver all amendments or supplements to certain of its obligations under this Agreement, delivered provided that the Master Servicer or [Delaware] Trustee, as applicable, complies with Section 3.02(e) as if the Master Servicer or [Delaware] Trustee, as applicable, were a “Servicer” pursuant to it for execution that Section. The Master Servicer or [Delaware] Trustee, as applicable, shall indemnify the Depositor, the Securities Administrator, the Master Servicer, the Sponsor and any director, officer, employee or agent of the Depositor or the Sponsor and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to the failure of the Master Servicer or [Delaware] Trustee, as applicable, to perform any of its obligations under Section 3.22 or Section 3.23, including without limitation any failure by the Master Servicer or [Delaware] Trustee, as applicable, to identify pursuant to Section 11.1, if such amendment 3.02(e) any Subcontractor that is a Servicing Function Participant. This indemnity shall survive the termination of this Agreement or supplement does not materially the earlier resignation or adversely affect the rights or duties removal of the Delaware Master Servicer or [Delaware] Trustee, as applicable.