Liability of Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by BNY Mellon Trust of Delaware, not in its individual capacity but solely as Owner Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as a personal representation, undertaking and agreement by the Owner Trustee but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Trust, to perform any covenant either expressed or implied contained herein and (d) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any related document. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Trust hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement.
Liability of Owner Trustee. It is expressly understood that (i) this Agreement has been executed by U.S. Bank Trust National Association, not in its individual capacity but solely as Owner Trustee on behalf of the Trust, (ii) each of the representations, undertakings and agreements herein or therein made on the part of the Trust is made and intended not as a personal representation, undertaking or agreement by U.S. Bank Trust National Association but is made and intended for the purpose of binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant of the Trust either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, and (iv) under no circumstances will U.S. Bank Trust National Association be personally liable for the payment of any obligation, indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement. The rights, duties and obligations of the Trust hereunder will be exercised and performed by Ally Financial Inc. (formerly GMAC Inc.) in its capacity as Administrator on behalf of the Trust. The Owner Trustee shall have no duty or obligation to monitor, exercise or perform the rights, duties or obligations of the Trust or the Administrator hereunder.
Liability of Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Loan Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it as the Owner Trustee, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Borrower, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the other parties hereto and by any Person claiming by, through or under such parties and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower under this Loan Agreement.
Liability of Owner Trustee. It is expressly understood and agreed by the parties hereto that:
(a) this Agreement is executed and delivered by [ ], not individually or personally, but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it,
(b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by [ ] but is made and intended for the purpose for binding only the Issuer,
(c) nothing herein contained shall be construed as creating any liability on [ ], individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, and
(d) under no circumstances shall [ ] be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement.
Liability of Owner Trustee. 46 SECTION 3.19. Exculpation of the Trustee.........................................................................47
Liability of Owner Trustee. Notwithstanding anything contained in this Confirmation to the contrary, this instrument has been or will be signed on behalf of Party B by The Bank of New York (Delaware) not in its individual capacity but solely in its capacity as Owner Trustee of Party B and in no event will The Bank of New York (Delaware) in its individual capacity or any beneficial owner of Party B have any liability for the representations, warranties, covenants, agreements or other obligations of Party B hereunder, as to all of which recourse will be had solely to the assets of Party B. For all purposes of this Confirmation, in the performance of any duties or obligations of Party B under this Confirmation, the Owner Trustee will be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement; provided, however, that the foregoing will not relieve the Owner Trustee from any liability it might otherwise have under the Trust Agreement as a result of its gross negligence or willful misconduct.
Liability of Owner Trustee. The parties hereto each acknowledge that the Owner Trustee (except as otherwise expressly provided herein or therein) is entering into this Agreement and the other Operative Documents to which it is a party (other than the Trust Agreement), solely in its capacity as trustee, as the case may be, under the Trust Agreement and not in its individual capacity and that Fleet shall not be liable or accountable under any circumstances whatsoever in its individual capacity for or on account of any statements, representations, warranties, covenants or obligations stated to be those of the Owner Trustee except for its own gross negligence or willful misconduct and as otherwise expressly provided herein or in the other Operative Documents.
Liability of Owner Trustee. 50 SECTION 3.19 Exculpation of the Indenture Trustee...........................50 SECTION 3.20 Owner Trustee Agrees Not to File for Bankruptcy of the Issuer.......................................................51 SECTION 3.21 Reports to the Commission......................................51 SECTION 3.22 Representations and Warranties Regarding the Trust Estate...
Liability of Owner Trustee. Notwithstanding any other provision of this Trust Agreement or any Basic Document to the contrary, the Owner Trustee, in its individual capacity and as trustee, shall not be liable or accountable to any Person for any act, omission, obligation, covenant, representation, warranty, or liability of the Trust or any trustee thereof under any Basic Document or in connection with the administration of the Trust or the transactions contemplated by this Trust Agreement, except that such limitation of liability shall not affect the liability, if any, that the Owner Trustee may have to the Trust and the Certificateholders for the Owner Trustee's (i) own willful misconduct, bad faith or gross negligence or (ii) breach of any of its representations and warranties under Section 6.12. Without limiting the generality of the foregoing:
(a) the Owner Trustee shall not be personally liable for an error of judgment made in good faith by an officer of the Owner Trustee, unless the Owner Trustee was grossly negligent;
(b) the Owner Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith, unless the Owner Trustee was grossly negligent or such action or omission constituted willful misconduct;
(c) the Owner Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its rights or powers under this Trust Agreement or under any documents relating hereto, if the Owner Trustee shall have reasonable grounds for believing after due inquiry that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) the Owner Trustee shall not be personally liable for any loss incurred by the Trust with respect to any investment of the Trust; EXHIBIT 10.2
(e) the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and on their face conforming to the requirements, if any, of this Trust Agreement in determining the truth of the statements and the correctness of the opinions contained therein and need not investigate any fact or matter stated in such certificates and opinions and in the absence of (i) willful misconduct, gross negligence or bad faith with respect to the Owner Trustee or (ii) the failure of the Owner Trustee to examine such certificates or opinions so as to determine compliance of the same on their face with the requirements, if any, of th...
Liability of Owner Trustee. Under Granting Clause Documents; Absence of Liability of Indenture Trustee 23 Section 3.8. Representations and Warranties 23 Section 3.9. Owner Trustee Not Acting in Individual Capacity; Successor Owner Trustee 24 Section 3.10. Trust Agreement 25 SECTION 4. No Credit for Payment of Taxes 25 SECTION 5. Application of Proceeds from Indenture Estate 25 Section 5.1. Application of Proceeds Prior to Default 25 Section 5.2. Application of Other Amounts Held by Indenture Trustee upon Rent Default 26 Section 5.3. Retention of Amounts by the Indenture Trustee 26 Section 5.4. Application of Payments upon an Event of Loss, Termination or Purchase of Buyer's Transponders; Other Redemptions 27 Section 5.5. Payments After Indenture Event of Default 27 Section 5.6. Application of Certain Other Payments 29 Section 5.7. Other Payments 29 Section 5.8. Excepted Payments 29 Section 5.9. Payments to Owner Trustee 29 Section 5.10. Withholding Taxes 29 SECTION 6. Indenture Event of Default; Declaration of Notes Due 29 SECTION 7. Remedies, etc 32 Section 7.1. Legal Proceedings 32 Section 7.2. Cost of Collection 32 Section 7.3. Notice of Claimed Default 32 Section 7.4. No Waiver 32 Section 7.5. Foreclosure 32 Section 7.6. Power of Sale 33 Section 7.7. Indenture Trustee Authorized To Execute Deeds, etc 33 Section 7.8. Purchase of the Indenture Estate by Indenture Trustee or Noteholders 34 Section 7.9. Receipt a Sufficient Discharge to Purchaser 34 Section 7.10. Waiver of Appraisement, Valuation, etc 34 Section 7.11. Sale a Bar 34 Section 7.12. Application of Proceeds of Sale 34 Section 7.13. Appointment of Receiver 34 Section 7.14. Possession, Management and Income 35 Section 7.15. Right of Indenture Trustee To Perform Covenants, etc 35 Section 7.16. Remedies, etc., Cumulative 35 Section 7.17. Quiet Enjoyment 36 Section 7.18. Waiver of Existing Defaults 36 Section 7.19. No Waiver of Certain Obligations 36 SECTION 8. No Assumption of Obligations under Assigned Documents 36 SECTION 9. Indenture Trustee 36 Section 9.1. Duties of Indenture Trustee 36 Section 9.2. Certain Actions Upon Instructions, etc 39 Section 9.3. Action upon Payment of Notes or Transfer of Buyer's Transponders 41 Section 9.4. Notices, etc 42 Section 9.5. Indenture Trustee's Compensation, Expenses, etc 42 Section 9.6. Representations and Warranties 43 Section 9.7. Resignation, Removal and Replacement of Indenture Trustee 43 Section 9.8. Successor Indenture Trustee by Merger, Consolidation, etc 44 Section 9.9. Appoin...
