Common use of Issuer Delaware Trustee Clause in Contracts

Issuer Delaware Trustee. (a) The Issuer 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 Statutory Trust Stature that the Issuer have at least one trustee with a principal place of business in the State of Delaware. It is understood and agreed by the parties hereto that the Issuer Delaware Trustee shall have none of the duties or liabilities of the Owner Trustee. (b) The duties of the Issuer 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 Issuer Delaware Trustee is required to execute under Section 3811 of the Statutory Trust Statute. To the extent that, at law or in equity, the Issuer Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Depositor, the Issuer or the Certificateholders, 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 Issuer Delaware Trustee expressly set forth in this Agreement. The Issuer Delaware Trustee shall have no liability for the acts or omissions of the Owner Trustee, the Depositor or any other Person. (c) The Issuer Delaware Trustee shall be entitled to all of the same rights, protections, exculpations, indemnities and immunities under this Agreement as the Owner Trustee. (d) The Issuer Delaware Trustee shall serve until such time as the Depositor or the Administrator removes the Issuer Delaware Trustee or the Issuer Delaware Trustee resigns and a successor Issuer Delaware Trustee is appointed by the Depositor and the Administrator, acting jointly, in accordance with the terms of subsection (e) below. The Issuer Delaware Trustee may resign at any time upon the giving of at least 60 days’ advance written notice to the Depositor, the Administrator, the Servicer, the Indenture Trustee and each Certificateholder; provided, that such resignation shall not become effective unless and until a successor Issuer Delaware Trustee shall have been appointed by the Depositor and the Administrator, acting jointly, in accordance with subsection (e) below. If the Depositor and the Administrator do not act within such 60 day period, the Issuer Delaware Trustee may apply to the Court of Chancery of the State of Delaware for the appointment of a successor Issuer Delaware Trustee. (e) Upon the resignation or removal of the Issuer Delaware Trustee, the Depositor and the Administrator, acting jointly, shall appoint a successor Issuer Delaware Trustee by delivering a written instrument to the outgoing Issuer Delaware Trustee. Any successor Issuer Delaware Trustee must satisfy the requirements of Section 3807 of the Statutory Trust Statute. Any resignation or removal of the Issuer Delaware Trustee and appointment of a successor Issuer Delaware Trustee shall not become effective until a written acceptance of appointment is delivered by the successor Issuer Delaware Trustee to the outgoing Issuer Delaware Trustee and the Depositor and any fees and expenses due to the outgoing Issuer Delaware Trustee are paid. Following compliance with the preceding sentence, the successor Issuer Delaware Trustee (i) shall file an amendment to the Certificate of Trust of the Trust reflecting the change of Issuer Delaware Trustee and (ii) shall become fully vested with all of the rights, powers, duties and obligations of the outgoing Issuer Delaware Trustee under this Agreement, with like effect as if originally named as Issuer Delaware Trustee, and the outgoing Issuer Delaware Trustee shall be discharged of its duties and obligations under this Agreement. (f) Any Person into which the Issuer Delaware Trustee may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Issuer Delaware Trustee shall be a party, or any Person which succeeds to all or substantially all of the corporate trust business of the Issuer Delaware Trustee, shall be the successor Issuer Delaware Trustee under this Agreement without the execution, delivery or filing of any paper or instrument or further act to be done on the part of the parties hereto, except as may be required by applicable law.

Issuer Delaware Trustee. (a) The Issuer 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 Statutory Trust Stature that the Issuer have at least one trustee with a principal place of business in the State of Delaware. It is understood and agreed by the parties hereto that the Issuer Delaware Trustee shall have none of the duties or liabilities of the Owner Trustee. (b) The duties of the Issuer 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 Issuer Delaware Trustee is required to execute under Section 3811 of the Statutory Trust Statute. To the extent that, at law or in equity, the Issuer Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Depositor, the Issuer or the Certificateholders, 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 Issuer Delaware Trustee expressly set forth in this Agreement. The Issuer Delaware Trustee shall have no liability for the acts or omissions of the Owner Trustee, the Depositor or any other Person. (c) The Issuer Delaware Trustee shall be entitled to all of the same rights, protections, exculpations, indemnities and immunities under this Agreement as the Owner Trustee. (d) The Issuer Delaware Trustee shall serve until such time as the Depositor or the Administrator removes the Issuer Delaware Trustee or the Issuer Delaware Trustee resigns and a successor Issuer Delaware Trustee is appointed by the Depositor and the Administrator, acting jointly, in accordance with the terms of subsection (e) below. The Issuer Delaware Trustee may resign at any time upon the giving of at least 60 days’ advance written notice to the Depositor, the Administrator, the Servicer, the Indenture Trustee and each Certificateholder; provided, that such resignation shall not become effective unless and until a successor Issuer Delaware Trustee shall have been appointed by the Depositor and the Administrator, acting jointly, in accordance with subsection (e) below. If the Depositor and the Administrator do not act within such 60 day period, the Issuer Delaware Trustee may apply to the Court of Chancery of the State of Delaware for the appointment of a successor Issuer Delaware Trustee. (e) Upon the resignation or removal of the Issuer Delaware Trustee, the Depositor and the Administrator, acting jointly, shall appoint a successor Issuer Delaware Trustee by delivering a written instrument to the outgoing Issuer Delaware Trustee. Any successor Issuer Delaware Trustee must satisfy the requirements of Section 3807 of the Statutory Trust Statute. Any resignation or removal of the Issuer Delaware Trustee and appointment of a successor Issuer Delaware Trustee shall not become effective until a written acceptance of appointment is delivered by the successor Issuer Delaware Trustee to the outgoing Issuer Delaware Trustee and the Depositor and any fees and expenses due to the outgoing Issuer Delaware Trustee are paid. Following compliance with the preceding sentence, the successor Issuer Delaware Trustee (i) shall file an amendment to the Certificate of Trust of the Trust reflecting the change of Issuer Delaware Trustee and (ii) shall become fully vested with all of the rights, powers, duties and obligations of the outgoing Issuer Delaware Trustee under this Agreement, with like effect as if originally named as Issuer Delaware Trustee, and the outgoing Issuer Delaware Trustee shall be discharged of its duties and obligations under this Agreement. (f) Any Person into which the Issuer Delaware Trustee may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Issuer Delaware Trustee shall be a party, or any Person which succeeds to all or substantially all of the corporate trust business of the Issuer Delaware Trustee, shall be the successor Issuer Delaware Trustee under this Agreement without the execution, delivery or filing of any paper or instrument or further act to be done on the part of the parties hereto, except as may be required by applicable law.and

Issuer Delaware Trustee. (a) The Issuer 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 Statutory Trust Stature that the Issuer have at least one trustee with a principal place of business in the State of Delaware. It is understood and agreed by the parties hereto that the Issuer Delaware Trustee shall have none of the duties or liabilities of the Owner Trustee. (b) The duties of the Issuer 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 Issuer Delaware Trustee is required to execute under Section 3811 of the Statutory Trust Statute. To the extent that, at law or in equity, the Issuer Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Depositor, the Issuer or the Certificateholders, 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 Issuer Delaware Trustee expressly set forth in this Agreement. The Issuer Delaware Trustee shall have no liability for the acts or omissions of the Owner Trustee, the Depositor or any other Person. (c) The Issuer Delaware Trustee shall be entitled to all of the same rights, protections, exculpations, indemnities and immunities under this Agreement as the Owner Trustee. (d) The Issuer Delaware Trustee shall serve until such time as the Depositor or the Administrator removes the Issuer Delaware Trustee or the Issuer Delaware Trustee resigns and a successor Issuer Delaware Trustee is appointed by the Depositor and the Administrator, acting jointly, in accordance with the terms of subsection (e) below. The Issuer Delaware Trustee may resign at any time upon the giving of at least 60 days’ advance written notice to the Depositor, the Administrator, the Servicer, the Indenture Trustee and each Certificateholder; provided, that such resignation shall not become effective unless and until a successor Issuer Delaware Trustee shall have been appointed by the Depositor and the Administrator, acting jointly, in accordance with subsection (e) below. If the Depositor and the Administrator do not act within such 60 day period, the Issuer Delaware Trustee may apply to the Court of Chancery of the State of Delaware for the appointment of a successor Issuer Delaware Trustee. (e) Upon the resignation or removal of the Issuer Delaware Trustee, the Depositor and the Administrator, acting jointly, shall appoint a successor Issuer Delaware Trustee by delivering a written instrument to the outgoing Issuer Delaware Trustee. Any successor Issuer Delaware Trustee must satisfy the requirements of Section 3807 of the Statutory Trust Statute. Any resignation or removal of the Issuer Delaware Trustee and appointment of a successor Issuer Delaware Trustee shall not become effective until a written acceptance of appointment is delivered by the successor Issuer Delaware Trustee to the outgoing Issuer Delaware Trustee and the Depositor and any fees and expenses due to the outgoing Issuer Delaware Trustee are paid. Following compliance with the preceding sentence, the successor Issuer Delaware Trustee (i) shall file an amendment to the Certificate of Trust of the Trust reflecting the change of Issuer Delaware Trustee and (ii) shall become fully vested with all of the rights, powers, duties and obligations of the outgoing Issuer Delaware Trustee under this Agreement, with like effect as if originally named as Issuer Delaware Trustee, and the outgoing Issuer Delaware Trustee shall be discharged of its duties and obligations under this Agreement. (f) Any Person into which the Issuer Delaware Trustee may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Issuer Delaware Trustee shall be a party, or any Person which succeeds to all or substantially all of the corporate trust business of the Issuer Delaware Trustee, shall be the successor Issuer Delaware Trustee under this Agreement without the execution, delivery or filing of any paper or instrument or further act to be done on the part of the parties hereto, except as may be required by applicable law.