Common use of Payment from Indenture Estate Only Clause in Contracts

Payment from Indenture Estate Only. All amounts payable by the Indenture Trustee and the Owner Trustee under the Certificates and this Agreement shall be made only from the income and proceeds of the Indenture Estate and from the other amounts specified in Section 3.03. Each Holder of a Certificate, by its acceptance of such Certificate, agrees that (a) it will look solely to the income and proceeds of the Indenture Estate and from the other amounts specified in Section 3.03 for the payment of such amounts, to the extent available for distribution to it as herein provided, and (b) none of the Owner Trustee, the Owner Participant or the Indenture Trustee is or shall be personally liable to any Holder of any Certificate for any amount payable under such Certificate or this Agreement or, except as expressly provided in this Agreement in the case of the Owner Trustee and the Indenture Trustee, for any liability thereunder. Shawmut Bank Connecticut, National Association is entering into this Agreement solely as Owner Trustee under the Trust Agreement and not in its individual capacity, and in no case whatsoever shall Shawmut Bank Connecticut, National Association (or any entity acting as successor trustee under the Trust Agreement) be personally liable for, or for any loss in respect of, any statements, representations, warranties, agreements or obligations hereunder or thereunder; provided, that Shawmut Bank Connecticut, National Association shall be liable hereunder in its individual capacity, (i) for the performance of its agreements in its individual capacity hereunder and under Section 8 of the Participation Agreement, and (ii) for its own willful misconduct or gross negligence. If a successor Owner Trustee is appointed in accordance with the terms of the Trust Agreement and the Participation Agreement, such successor Owner Trustee shall, without any further act, succeed to all of the rights, duties, immunities and obligations hereunder, and its predecessor Owner Trustee and Shawmut Bank Connecticut, National Association shall be released from all further duties and obligations hereunder, without prejudice to any claims against Shawmut Bank Connecticut, National Association or such predecessor Owner Trustee for any default by Shawmut Bank Connecticut, National Association or such predecessor Owner Trustee, respectively, in the performance of its obligations hereunder prior to such appointment.

Payment from Indenture Estate Only. All amounts payable by the Indenture Trustee and the Owner Trustee under the Certificates and this Agreement shall be made only from the income and proceeds of the Indenture Estate and from the other amounts specified in Section 3.03. Each Holder of a Certificate, by its acceptance of such Certificate, agrees that (a) it will look solely to the income and proceeds of the Indenture Estate and from the other amounts specified in Section 3.03 for the payment of such amounts, to the extent available for distribution to it as herein provided, and (b) none of the Owner Trustee, the Owner Participant or the Indenture Trustee is or shall be personally liable to any Holder of any Certificate for any amount payable under such Certificate or this Agreement or, except as expressly provided in this Agreement in the case of the Owner Trustee and the Indenture Trustee, for any liability thereunder. Shawmut First Union National Bank Connecticutof North Carolina, National Association is entering into this Agreement solely as Owner Trustee under the Trust Agreement and not in its individual capacity, and in no case whatsoever shall Shawmut First Union National Bank Connecticutof North Carolina, National Association (or any entity acting as successor trustee under the Trust Agreement) be personally liable for, or for any loss in respect of, any statements, representations, warranties, agreements or obligations hereunder or thereunder; provided, that Shawmut First Union National Bank Connecticutof North Carolina, National Association shall be liable hereunder in its individual capacity, (i) for the performance of its agreements in its individual capacity hereunder and under Section 8 of the Participation Agreement, and (ii) for its own willful misconduct or gross negligencenegligence and (iii) failure to use ordinary care in the handling and disbursing of funds. If a successor Owner Trustee is appointed in accordance with the terms of the Trust Agreement and the Participation Agreement, such successor Owner Trustee shall, without any further act, succeed to all of the rights, duties, immunities and obligations hereunder, and its predecessor Owner Trustee and Shawmut First Union National Bank Connecticutof North Carolina, National Association shall be released from all further duties and obligations hereunder, without prejudice to any claims against Shawmut First Union National Bank Connecticutof North Carolina, National Association or such predecessor Owner Trustee for any default by Shawmut First Union National Bank Connecticutof North Carolina, National Association or such predecessor Owner Trustee, respectively, in the performance of its obligations hereunder prior to such appointment.

Payment from Indenture Estate Only. All amounts payable by the Indenture Trustee and the Owner Trustee under the Certificates and this Agreement shall be made only from the income and proceeds of the Indenture Estate and from the other amounts specified in Section 3.03. Each Holder of a Certificate, by its acceptance of such Certificate, agrees that (a) it will look solely to the income and proceeds of the Indenture Estate and from the other amounts specified in Section 3.03 for the payment of such amounts, to the extent available for distribution to it as herein provided, and (b) none of the Owner Trustee, the Owner Participant or the Indenture Trustee is or shall be personally liable to any Holder of any Certificate for any amount payable under such Certificate or this Agreement (including in respect of the Deferred Equity Amount or Second Payment Amount) or, except as expressly provided in this Agreement in the case of the Owner Trustee and the Indenture Trustee, for any liability thereunder. Shawmut Bank Connecticut, National Association is entering into this Agreement solely as Owner Trustee under the Trust Agreement and not in its individual capacity, and in no case whatsoever shall Shawmut Bank Connecticut, National Association (or any entity acting as successor trustee under the Trust Agreement) be personally liable for, or for any loss in respect of, any statements, representations, warranties, agreements or obligations hereunder or thereunder; provided, that Shawmut Bank Connecticut, National Association shall be liable hereunder in its individual capacity, (i) for the performance of its agreements in its individual capacity hereunder and under Section 8 of the Participation Agreement, and (ii) for its own willful misconduct or gross negligence. If a successor Owner Trustee is appointed in accordance with the terms of the Trust Agreement and the Participation Agreement, such successor Owner Trustee shall, without any further act, succeed to all of the rights, duties, immunities and obligations hereunder, and its predecessor Owner Trustee and Shawmut Bank Connecticut, National Association shall be released from all further duties and obligations hereunder, without prejudice to any claims against Shawmut Bank Connecticut, National Association or such predecessor Owner Trustee for any default by Shawmut Bank Connecticut, National Association TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -19- 26 or such predecessor Owner Trustee, respectively, in the performance of its obligations hereunder prior to such appointment.

Payment from Indenture Estate Only. All amounts payable by the Indenture Trustee and the Owner Trustee under the Certificates and this Agreement shall be made only from the income and proceeds of the Indenture Estate and from the other amounts specified in Section 3.03. Each Holder of a Certificate, by its acceptance of such Certificate, agrees that (a) it will look solely to the income and proceeds of the Indenture Estate and from the other amounts specified in Section 3.03 for the payment of such amounts, to the extent available for distribution to it as herein provided, and (b) none of the Owner Trustee, the Owner Participant or the Indenture Trustee is or shall be personally liable to any Holder of any Certificate for any amount payable under such Certificate or this Agreement (including in respect of the Deferred Equity Amount or Second Payment Amount) or, except as expressly provided in this Agreement in the case of the Owner Trustee and the Indenture Trustee, for any liability thereunder. Shawmut Bank Connecticut, National Association is entering into this Agreement solely as Owner Trustee under the Trust Agreement and not in its individual capacity, and in no case whatsoever shall Shawmut Bank Connecticut, National Association (or any entity acting as successor trustee under the Trust Agreement) be personally liable for, or for any loss in respect of, any statements, representations, warranties, agreements or obligations hereunder or thereunder; provided, that Shawmut Bank Connecticut, National Association shall be liable hereunder in its individual capacity, (i) for the performance of its agreements in its individual capacity hereunder and under Section 8 of the Participation Agreement, and (ii) for its own willful misconduct or gross negligence. If a successor Owner Trustee is appointed in accordance with the terms of the Trust Agreement and the Participation Agreement, such successor Owner Trustee shall, without any further act, succeed to all of the rights, duties, immunities and obligations hereunder, and its predecessor Owner Trustee and Shawmut Bank Connecticut, National Association shall be released from all further duties and obligations hereunder, without prejudice to any claims against Shawmut Bank Connecticut, National Association or such predecessor Owner Trustee for any default by Shawmut Bank Connecticut, National Association TRUST INDENTURE AND SECURITY AGREEMENT [N396SW] -19- 26 or such predecessor Owner Trustee, respectively, in the performance of its obligations hereunder prior to such appointment.