The Owner Trustee. It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust, National Association on behalf of the Trust not individually or personally but solely as owner trustee of the Trust under the Trust Agreement of the Trust dated the date hereof in the exercise of the powers and authority conferred upon and vested in Wilmington Trust, National Association as owner trustee of the Trust under such Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as the personal representation, undertaking or agreement of Wilmington Trust, National Association, but is made and intended for the purpose of binding only the Trust and (iii) nothing herein contained shall be construed as creating any liability on the part of Wilmington Trust, National Association, individually or personally, to perform any covenant or obligation 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.
The Owner Trustee. 13 SECTION 6.1 Duties of Owner Trustee ................................. 13 SECTION 6.2
The Owner Trustee. Section 3.01.
The Owner Trustee. 9 Section 7.01 Acceptance of Trusts and Duties....................................9 Section 7.02 Absence of Duties..............................10 Section 7.03 No Representations or Warranties as to Aircraft or Documents........................11 Section 7.04 No Segregation of Monies; No Interest..................................12 Section 7.05 Reliance; Agent; Advice of Counsel............................12 Section 7.06 Not Acting in Individual Capacity.....................................12 Section 7.07 Compensation...................................13
The Owner Trustee. 14 Section 6.1 Duties of Owner Trustee......................................................14 Section 6.2 Rights of Owner Trustee......................................................15 Section 6.3 Acceptance of Trusts and Duties..............................................15 Section 6.4 Action upon Instruction by Certificateholders................................17 Section 6.5 Furnishing of Documents....................................................
The Owner Trustee. 13 SECTION 6.1 Acceptance of Trust and Duties..........................................................13 SECTION 6.2
The Owner Trustee. 7 SECTION 6.01 Acceptance of Trusts and Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 SECTION 6.02 Absence of Certain Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 SECTION 6.03 No Representations or Warranties as to Certain Matters . . . . . . . . . . . . . . . . . . . . 8 SECTION 6.04 No Segregation of Monies; Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 SECTION 6.05 Reliance Upon Certificates, Counsel and Agents . . . . . . . . . . . . . . . . . . . . . . . . 9 SECTION 6.06 Not Acting in Individual Capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
The Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this 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 Issuer 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 Trust Property, (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 Servicer, Trustee and by any Person claiming by, through or under the Servicer and Trustee and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Trustee or be liable for the breach or failure of any obligation, representations, warranty or covenant made or undertaken by the Issuer under this Agreement.
The Owner Trustee. 16 SECTION 6.1
The Owner Trustee. The Owner Trustee acknowledges and consents to the grant and pledge of the Liens in the Beneficial Interest as set forth in Section 2 hereof and irrevocably agrees as follows:
(a) The Owner Trustee hereby covenants with and undertakes to the Security Agent as follows:
(i) it shall promptly furnish or cause to be furnished to the Security Agent such information, reports and records in respect of or relating to the Beneficial Interest as the Security Agent may reasonably request from time to time;
(ii) except as may be permitted by the Credit Agreement, it shall not without the prior written consent of the Security Agent sell, transfer, assign or otherwise encumber or dispose of the Beneficial Interest (or any interest or right therein, including but not limited to a transfer of Owner Participant’s interest pursuant to Article VIII of the Trust Agreement) or create or incur any Lien (other than a Permitted Lien) in or upon the Beneficial Interest (or any part thereof); and
(iii) following the occurrence of an Event of Default and while the same is continuing, it will (a) refrain from taking any action at the request of Owner Participant in relation or relating to the Beneficial Interest, and shall, prior to taking any such requested action, obtain written consent from Security Agent for the same, and (b) take any action as requested in writing by Security Agent from time to time.
(b) The Security Agent shall at any time following the occurrence of an Event of Default and while the same is continuing be entitled by written notice to the Owner Participant and the Owner Trustee to direct the Owner Trustee (subject to the terms of the Trust Agreement) to: (i) exercise any and all of the rights of the Owner Trustee in respect of the Lease or any other agreement comprising part of the Trust Estate, in each case in accordance with the terms thereof provided that the Owner Trustee shall not be obligated to take any steps pursuant to such notice which would result in a breach by it of its obligations under any of the aforementioned agreements; and/or (ii) pay all monies payable to the Owner Participant pursuant to the terms of the Trust Agreement or in connection with the Beneficial Interest by wire transfer in immediately available funds directly to the Security Agent to the following account: Union Bank, N.A. ABA No. 000-000-000 Account No. 77070-196431 Attn: Commercial Loan Operations Ref: Xxxxxx Lease Finance Accordingly, the Owner Trustee irrevocably agrees and ...
