Common use of Xx Duties Except as Specified in this Agreement or in Instructions Clause in Contracts

Xx Duties Except as Specified in this Agreement or in Instructions. (a) The Delaware Trustee will not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer is a party, except as expressly provided by the terms of this Agreement or in any written instruction received by the Delaware Trustee pursuant to Article IV; and no implied duties or obligations will be read into this Agreement or any Transaction Document against the Delaware Trustee. The Delaware Trustee will have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien. The Delaware Trustee will have no responsibility or obligation to prepare, execute or file any Securities and Exchange Commission or other securities law filing or report, to prepare or file any tax filing or report, to maintain any qualification to do business for the Issuer, or to record this Agreement or any Transaction Document or to monitor or ensure compliance with any regulatory requirements applicable to the Issuer, the Trust Estate, the Notes or the Certificates (including any applicable rules or regulations governing risk retention). (b) None of the Delaware Trustee, the Certificate Registrar or the Certificate Paying Agent will have any liability or obligation with respect to (i) monitoring, determining or verifying the unavailability or cessation of SOFR (or any other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) selecting, determining or designating any alternative reference rate or Benchmark Replacement or other successor or replacement benchmark index or determining whether any conditions to the designation of such a rate have been satisfied, (iii) selecting, determining or designating any Benchmark Replacement Adjustment or other modifier to any replacement or successor index or

Appears in 6 contracts

Samples: Trust Agreement, Trust Agreement, Trust Agreement

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Xx Duties Except as Specified in this Agreement or in Instructions. (a) The Delaware Trustee will not have any duty (including fiduciary duties arising at law or in equity) or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer is a party, except as expressly provided by the terms of this Agreement or in any written instruction received by the Delaware Trustee pursuant to Article IV; and no implied duties (including fiduciary duties arising at law or in equity) or obligations will be read into this Agreement or any Transaction Document against the Delaware Trustee, and such duties are hereby eliminated. The Delaware Trustee will have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien. The Delaware Trustee will have no responsibility or obligation to prepare, execute or file any Securities and Exchange Commission or other securities law filing or report, to prepare or file any tax filing or report, to maintain any qualification to do business for the Issuer, or to record this Agreement or any Transaction Document or to monitor or ensure compliance with any regulatory requirements applicable to the Issuer, the Trust Estate, the Notes or the Certificates (including any applicable rules or regulations governing risk retention). (b) None of the Delaware Trustee, the Certificate Registrar or the Certificate Paying Agent will have any liability or obligation with respect to (i) monitoring, determining or verifying the unavailability or cessation of SOFR (or any other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) selecting, determining or designating any alternative reference rate or Benchmark Replacement or other successor or replacement benchmark index or determining whether any conditions to the designation of such a rate have been satisfied, (iii) selecting, determining or designating any Benchmark Replacement Adjustment or other modifier to any replacement or successor index or

Appears in 4 contracts

Samples: Trust Agreement, Trust Agreement, Trust Agreement

Xx Duties Except as Specified in this Agreement or in Instructions. (a) The Delaware Trustee will not have any duty (including fiduciary duties arising at law or in equity) or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer is a party, except as expressly provided by the terms of this Agreement or in any written instruction received by the Delaware Trustee pursuant to Article IV; and no implied duties (including fiduciary duties arising at law or in equity) or obligations will be read into this Agreement or any Transaction Document against the Delaware Trustee, and such duties are hereby eliminated. The Delaware Trustee will have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien. The Delaware Trustee will have no responsibility or obligation to prepare, execute or file any Securities and Exchange Commission or other securities law filing or report, to prepare or file any tax filing or report, to maintain any qualification to do business for the Issuer, or to record this Agreement or any Transaction Document or to monitor or ensure compliance with any regulatory requirements applicable to the Issuer, the Trust Estate, the Notes or the Certificates (including any applicable rules or regulations governing risk retention). (b) None of the Delaware Trustee, the Certificate Registrar or the Certificate Paying Agent will have any liability or obligation with respect to (i) monitoring, determining or verifying the unavailability or cessation of SOFR (or any other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) selecting, determining or designating any alternative reference rate or Benchmark Replacement or other successor or replacement benchmark index or determining whether any conditions to the designation of such a rate have been satisfied, (iii) selecting, determining or designating any Benchmark Replacement Adjustment or other modifier to any replacement or successor index oror (iv) determining whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing, even if the Directing Certificateholder does not take these actions. None of the Delaware Trustee, the Certificate Registrar or the Certificate Paying Agent will be liable for any inability, failure or delay on its part to perform any of its duties set forth in any Transaction Document as a result of the unavailability of SOFR (or any other applicable Benchmark) and the absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Directing Certificateholder, in providing any direction, instruction, notice or information required or contemplated by the terms of the Transaction Documents and reasonably required for the performance of such duties or any delay, error or inaccuracy in the publication of SOFR (or any other applicable Benchmark) or any source for determining interest rates of the Notes. (c) The Delaware Trustee will not be under any duty to succeed to, assume or otherwise perform any of the duties of any other transaction party, or to appoint a successor or replacement in the event of such party's resignation or removal, or to remove and replace such party the event of a default, breach or failure of performance on the part of such party with respect to its duties and obligations under the terms of the Transaction Documents. The Delaware Trustee will not be responsible or liable for the actions or omissions of the Issuer, the Directing Certificateholder or any other Person, or any failure or delay in the performance of those Persons' duties or obligations, nor will it be under any obligation to oversee or monitor those Persons' performance. The Delaware Trustee will be entitled to rely conclusively upon any determination made, and any instruction, notice, officer certificate, or other instrument or information provided, by the Directing Certificateholder without independent verification, investigation or inquiry of any kind by the Delaware Trustee. (d) The Delaware Trustee in its individual capacity nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate that result from actions by, or claims against, U.S. Bank Trust National Association in its individual capacity that are not related to the acceptance, ownership or administration of the Trust Estate.

Appears in 2 contracts

Samples: Trust Agreement, Trust Agreement

Xx Duties Except as Specified in this Agreement or in Instructions. (a) The Delaware Owner Trustee will shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust EstateProperty, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Delaware Owner Trustee pursuant to Article IVSection 6.3; and no implied duties (including fiduciary duties existing at law or in equity) or obligations will shall be read into this Agreement or any Transaction other Basic Document against the Delaware Owner Trustee, all such implied duties or obligations being hereby eliminated. The Delaware Owner Trustee will shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien. The Delaware Trustee will have no responsibility lien granted to it hereunder or obligation to prepare, execute or file prepare any securities law filing (including any filing with the Securities and Exchange Commission Commission) or other securities law filing or report, to prepare or (except as directed in writing by the Board of the Administrator if required by applicable law) file any tax filing or reporttax, to maintain any qualification to do business for business, license, application, report or filing, or to monitor or enforce the Issuersatisfaction of any risk retention requirements, to declare a LIBOR transaction event, determine an alternative index/benchmark, or have any involvement in connection with the cessation or replacement of LIBOR including providing, obtaining, or calculating any index, alternative, rate, benchmark, or adjustment factors or to record this Agreement or any Transaction Document other Basic Document. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any Liens on any part of the Trust Property that result from actions by, or to monitor or ensure compliance with any regulatory requirements applicable claims against, the U.S. Bank Trust National Association (solely in its individual capacity) and that are not related to the Issuer, ownership or the administration of the Trust Estate, the Notes or the Certificates (including any applicable rules or regulations governing risk retention)Property. (b) None of the Delaware Trustee, the Certificate Registrar or the Certificate Paying Agent will have any liability or obligation with respect to (i) monitoring, determining or verifying the unavailability or cessation of SOFR (or any other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) selecting, determining or designating any alternative reference rate or Benchmark Replacement or other successor or replacement benchmark index or determining whether any conditions to the designation of such a rate have been satisfied, (iii) selecting, determining or designating any Benchmark Replacement Adjustment or other modifier to any replacement or successor index or

Appears in 2 contracts

Samples: Trust Agreement (Credit Acceptance Corp), Trust Agreement (Credit Acceptance Corp)

Xx Duties Except as Specified in this Agreement or in Instructions. (a) The Delaware Trustee will not have any duty (including fiduciary duties arising at law or in equity) or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer is a party, except as expressly provided by the terms of this Agreement or in any written instruction received by the Delaware Trustee pursuant to Article IV; and no implied duties (including fiduciary duties arising at law or in equity) or obligations will be read into this Agreement or any Transaction Document against the Delaware Trustee, and such duties are hereby eliminated. The Delaware Trustee will have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien. The Delaware Trustee will have no responsibility or obligation to prepare, execute or file any Securities and Exchange Commission or other securities law filing or report, to prepare or file any tax filing or report, to obtain or maintain any license, regulatory or other filing (other than the Certificate of Trust and any amendment or cancellation thereof), report or qualification to do business for the Issuer, or to record this Agreement or any Transaction Document or to monitor or ensure compliance with any regulatory requirements applicable to the Issuer, the Trust Estate, the Notes Notes, the Certificates or the Certificates beneficial owners of the Issuer (including the CTA or any applicable rules or regulations governing risk retention). (b) None of the Delaware Trustee, the Certificate Registrar or the Certificate Paying Agent will have any liability or obligation with respect to (i) monitoring, determining or verifying the unavailability or cessation of SOFR (or any other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) selecting, determining or designating any alternative reference rate or Benchmark Replacement or other successor or replacement benchmark index or determining whether any conditions to the designation of such a rate have been satisfied, (iii) selecting, determining or designating any Benchmark Replacement Adjustment or other modifier to any replacement or successor index oror (iv) determining whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing, even if the Directing Certificateholder does not take these actions. None of the Delaware Trustee, the Certificate Registrar or the Certificate Paying Agent will be liable for any inability, failure or delay on its part to perform any of its duties set forth in any Transaction Document as a result of the unavailability of SOFR (or any other applicable Benchmark) and the absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Directing Certificateholder, in providing any direction, instruction, notice or information required or contemplated by the terms of the Transaction Documents and reasonably required for the performance of such duties or any delay, error or inaccuracy in the publication of SOFR (or any other applicable Benchmark) or any source for determining interest rates of the Notes. (c) The Delaware Trustee will not be under any duty to succeed to, assume or otherwise perform any of the duties of any other transaction party, or to appoint a successor or replacement in the event of such party's resignation or removal, or to remove and replace such party the event of a default, breach or failure of performance on the part of such party with respect to its duties and obligations under the terms of the Transaction Documents. The Delaware Trustee will not be responsible or liable for the actions or omissions of the Issuer, the Directing Certificateholder or any other Person, or any failure or delay in the performance of those Persons' duties or obligations, nor will it be under any obligation to oversee or monitor those Persons' performance. The Delaware Trustee will be entitled to rely conclusively upon any determination made, and any instruction, notice, officer certificate, or other instrument or information provided, by the Directing Certificateholder without independent verification, investigation or inquiry of any kind by the Delaware Trustee. (d) The Delaware Trustee in its individual capacity nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate that result from actions by, or claims against, U.S. Bank Trust National Association in its individual capacity that are not related to the acceptance, ownership or administration of the Trust Estate.

Appears in 1 contract

Samples: Trust Agreement

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Xx Duties Except as Specified in this Agreement or in Instructions. (a) The Delaware Trustee will not have any duty (including fiduciary duties arising at law or in equity) or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer is a party, except as expressly provided by the terms of this Agreement or in any written instruction received by the Delaware Trustee pursuant to Article IV; and no implied duties (including fiduciary duties arising at law or in equity) or obligations will be read into this Agreement or any Transaction Document against the Delaware Trustee, and such duties are hereby eliminated. The Delaware Trustee will have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien. The Delaware Trustee will have no responsibility or obligation to prepare, execute or file any Securities and Exchange Commission or other securities law filing or report, to prepare or file any tax filing or report, to obtain, file or maintain any license, regulatory or other filing (other than any amendment or cancellation of the Certificate of Trust as may be required under the Statutory Trust Act) or report or qualification to do business for the Issuer, or to record this Agreement or any Transaction Document or to monitor or ensure compliance with any regulatory requirements applicable to the Issuer, the Trust Estate, the Notes Notes, the Certificates or the Certificates beneficial owners of the Issuer (including the CTA or any applicable rules or regulations governing risk retention). (b) None of the Delaware Trustee, the Certificate Registrar or the Certificate Paying Agent will have any liability or obligation with respect to (i) monitoring, determining or verifying the unavailability or cessation of SOFR (or any other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) selecting, determining or designating any alternative reference rate or Benchmark Replacement or other successor or replacement benchmark index or determining whether any conditions to the designation of such a rate have been satisfied, (iii) selecting, determining or designating any Benchmark Replacement Adjustment or other modifier to any replacement or successor index oror (iv) determining whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing, even if the Directing Certificateholder does not take these actions. None of the Delaware Trustee, the Certificate Registrar or the Certificate Paying Agent will be liable for any inability, failure or delay on its part to perform any of its duties set forth in any Transaction Document as a result of the unavailability of SOFR (or any other applicable Benchmark) and the absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Directing Certificateholder, in providing any direction, instruction, notice or information required or contemplated by the terms of the Transaction Documents and reasonably required for the performance of such duties or any delay, error or inaccuracy in the publication of SOFR (or any other applicable Benchmark) or any source for determining interest rates of the Notes. (c) The Delaware Trustee will not be under any duty to succeed to, assume or otherwise perform any of the duties of any other transaction party, or to appoint a successor or replacement in the event of such party's resignation or removal, or to remove and replace such party the event of a default, breach or failure of performance on the part of such party with respect to its duties and obligations under the terms of the Transaction Documents. The Delaware Trustee will not be responsible or liable for the actions or omissions of the Issuer, the Directing Certificateholder or any other Person, or any failure or delay in the performance of those Persons' duties or obligations, nor will it be under any obligation to oversee or monitor those Persons' performance. The Delaware Trustee will be entitled to rely conclusively upon any determination made, and any instruction, notice, officer certificate, or other instrument or information provided, by the Directing Certificateholder without independent verification, investigation or inquiry of any kind by the Delaware Trustee. (d) The Delaware Trustee in its individual capacity nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate that result from actions by, or claims against, U.S. Bank Trust National Association in its individual capacity that are not related to the acceptance, ownership or administration of the Trust Estate.

Appears in 1 contract

Samples: Trust Agreement

Xx Duties Except as Specified in this Agreement or in Instructions. (a) The Delaware Trustee will not have any duty (including fiduciary duties arising at law or in equity) or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer is a party, except as expressly provided by the terms of this Agreement or in any written instruction received by the Delaware Trustee pursuant to Article IV; and no implied duties (including fiduciary duties arising at law or in equity) or obligations will be read into this Agreement or any Transaction Document against the Delaware Trustee, and such duties are hereby eliminated. The Delaware Trustee will have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien. The Delaware Trustee will have no responsibility or obligation to (i) prepare, execute or file any filing or report required by the U.S. Securities and Exchange Commission or under any other securities law filing or reportlaw, to (ii) prepare or file any tax filing or report, to (iii) obtain, file or maintain any license, regulatory or other filing (other than any amendment or cancellation of the Certificate of Trust as may be required under the Statutory Trust Act), (iv) obtain or file any report or qualification to do business for the Issuer, or to (v) record this Agreement or any Transaction Document or to (vi) monitor or ensure compliance with any regulatory requirements applicable to the Issuer, the Trust Estate, the Notes Notes, the Certificates or the Certificates beneficial owners of the Issuer (including the CTA or any applicable rules or regulations governing risk retention). (b) None of the Delaware Trustee, the Certificate Registrar or the Certificate Paying Agent will have any liability or obligation with respect to (i) monitoring, determining or verifying the unavailability or cessation of SOFR (or any other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) selecting, determining or designating any alternative reference rate or Benchmark Replacement or other successor or replacement benchmark index or determining whether any conditions to the designation of such a rate have been satisfied, (iii) selecting, determining or designating any Benchmark Replacement Adjustment or other modifier to any replacement or successor index oror (iv) determining whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing, even if the Directing Certificateholder does not take these actions. None of the Delaware Trustee, the Certificate Registrar or the Certificate Paying Agent will be liable for any inability, failure or delay on its part to perform any of its duties set forth in any Transaction Document as a result of the unavailability of SOFR (or any other applicable Benchmark) and the absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Directing Certificateholder, in providing any direction, instruction, notice or information required or contemplated by the terms of the Transaction Documents and reasonably required for the performance of such duties or any delay, error or inaccuracy in the publication of SOFR (or any other applicable Benchmark) or any source for determining interest rates of the Notes. (c) The Delaware Trustee will not be under any duty to succeed to, assume or otherwise perform any of the duties of any other transaction party, or to appoint a successor or replacement in the event of such party's resignation or removal, or to remove and replace such party the event of a default, breach or failure of performance on the part of such party with respect to its duties and obligations under the terms of the Transaction Documents. The Delaware Trustee will not be responsible or liable for the actions or omissions of the Issuer, the Directing Certificateholder or any other Person, or any failure or delay in the performance of those Persons' duties or obligations, nor will it be under any obligation to oversee or monitor those Persons' performance. The Delaware Trustee will be entitled to rely conclusively upon any determination made, and any instruction, notice, officer certificate, or other instrument or information provided, by the Directing Certificateholder without independent verification, investigation or inquiry of any kind by the Delaware Trustee. (d) The Delaware Trustee in its individual capacity nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate that result from actions by, or claims against, U.S. Bank Trust National Association in its individual capacity that are not related to the acceptance, ownership or administration of the Trust Estate.

Appears in 1 contract

Samples: Trust Agreement

Xx Duties Except as Specified in this Agreement or in Instructions. (a) The Delaware Trustee will not have any duty (including fiduciary duties arising at law or in equity) or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer is a party, except as expressly provided by the terms of this Agreement or in any written instruction received by the Delaware Trustee pursuant to Article IV; and no implied duties (including fiduciary duties arising at law or in equity) or obligations will be read into this Agreement or any Transaction Document against the Delaware Trustee, and such duties are hereby eliminated. The Delaware Trustee will have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien. The Delaware Trustee will have no responsibility or obligation to prepare, execute or file any Securities and Exchange Commission or other securities law filing or report, to prepare or file any tax filing or report, to obtain or maintain any license or qualification to do business for the Issuer, or to record this Agreement or any Transaction Document or to monitor or ensure compliance with any regulatory requirements applicable to the Issuer, the Trust Estate, the Notes or the Certificates (including the CTA or any applicable rules or regulations governing risk retention). (b) None of the Delaware Trustee, the Certificate Registrar or the Certificate Paying Agent will have any liability or obligation with respect to (i) monitoring, determining or verifying the unavailability or cessation of SOFR (or any other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) selecting, determining or designating any alternative reference rate or Benchmark Replacement or other successor or replacement benchmark index or determining whether any conditions to the designation of such a rate have been satisfied, (iii) selecting, determining or designating any Benchmark Replacement Adjustment or other modifier to any replacement or successor index oror (iv) determining whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing, even if the Directing Certificateholder does not take these actions. None of the Delaware Trustee, the Certificate Registrar or the Certificate Paying Agent will be liable for any inability, failure or delay on its part to perform any of its duties set forth in any Transaction Document as a result of the unavailability of SOFR (or any other applicable Benchmark) and the absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Directing Certificateholder, in providing any direction, instruction, notice or information required or contemplated by the terms of the Transaction Documents and reasonably required for the performance of such duties or any delay, error or inaccuracy in the publication of SOFR (or any other applicable Benchmark) or any source for determining interest rates of the Notes. (c) The Delaware Trustee will not be under any duty to succeed to, assume or otherwise perform any of the duties of any other transaction party, or to appoint a successor or replacement in the event of such party's resignation or removal, or to remove and replace such party the event of a default, breach or failure of performance on the part of such party with respect to its duties and obligations under the terms of the Transaction Documents. The Delaware Trustee will not be responsible or liable for the actions or omissions of the Issuer, the Directing Certificateholder or any other Person, or any failure or delay in the performance of those Persons' duties or obligations, nor will it be under any obligation to oversee or monitor those Persons' performance. The Delaware Trustee will be entitled to rely conclusively upon any determination made, and any instruction, notice, officer certificate, or other instrument or information provided, by the Directing Certificateholder without independent verification, investigation or inquiry of any kind by the Delaware Trustee. (d) The Delaware Trustee in its individual capacity nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate that result from actions by, or claims against, U.S. Bank Trust National Association in its individual capacity that are not related to the acceptance, ownership or administration of the Trust Estate.

Appears in 1 contract

Samples: Trust Agreement

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