Xx Recourse. Each Certificateholder by accepting a Certificate acknowledges that such Certificateholder's Certificates represent beneficial interests in the Trust only and do not represent interests in or obligations of the Depositor, the Seller, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Trust Agreement, the Certificates or the Basic Documents.
Xx Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future director, officer, employee, incorporator, manager, member, general or limited partner, equityholder, controlling person, Affiliate, agent, attorney or other Representative of any party hereto or any of their successors or permitted assigns or any direct or indirect director, officer, employee, incorporator, manager, member, general or limited partner, equityholder, controlling person, Affiliate, agent, attorney, Representative, successor or permitted assign of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement (whether for indemnification or otherwise) or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith.
Xx Recourse. (a) This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no Parent Related Parties (other than Parent, Merger Sub and the Guarantor to the extent set forth in the Guarantee or Equity Commitment Letter) shall have any liability for any obligations or liabilities of the parties to this Agreement (whether for indemnification or otherwise) or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. It is further understood that any certificate contemplated by this Agreement and executed by an officer of a party will be deemed to have been delivered only in such officer’s capacity as an officer of such party (and not in his or her individual capacity) and will not entitle any party to assert a claim against such officer in his or her individual capacity.
(b) The Company (on behalf of itself and any Person claiming by through or on behalf of the Company) agrees that it shall not institute, and shall not permit any of its Representatives or Affiliates to bring, make or institute any action, claim or proceeding (whether based in contract, tort, fraud, strict liability, other Applicable Laws or otherwise, at law or in equity) arising under or in connection with this Agreement or any other agreement executed or delivered in connection herewith or any of the transactions contemplated hereby or thereby against any of the Parent Related Parties and none of the Parent Related Parties shall have any liability or obligations (whether based in contract, tort, fraud, strict liability, other Applicable Laws or otherwise) to the Company, the Company’s Subsidiaries, any of their respective Representatives or Affiliates (or any Person claiming by, through or on behalf of the Company or its Affiliates) or any of their respective successors, heirs or representatives thereof arising out of or relating to this Agreement or any other agreement executed or delivered in connection herewith or any of the transactions contemplated hereby or thereby, other than, in each case, Parent and Merger Sub to the extent provided herein, or the Guarantor pursuant to the Equity Commitment...
Xx Recourse. Except as otherwise provided in this Article VI, the purchase and sale or contribution of the Loans under this Agreement shall be without recourse to CAC or the Servicer.
Xx Recourse. This Agreement, the Depositary Agreement, the Notes, the Security Agreement, the Lease Agreement and any other document executed and delivered by the Company in connection herewith or therewith is intended to be a corporate obligation of the Company only, and all of the statements, representations, covenants and agreements made by the Company contained herein or therein are made and intended only for the purpose of binding the Company and establishing the existence of rights and remedies provided for herein or therein which can be exercised and enforced against the Company. Therefore, anything contained in this Agreement, the Depositary Agreement, the Notes, the Security Agreement, the Lease Agreement and any other document to the contrary notwithstanding, no recourse may be made by any Noteholder against River Fuel Trust #3, The Bank of New York, as trustee or in its individual capacity, or any incorporator, shareholder (direct or indirect), affiliate, director, officer, employee or agent of the Company, River Fuel Trust #3 or The Bank of New York with respect to claims against the Company arising under or relating to this Agreement; provided, however, that nothing in this Section 10 shall relieve the Company from its corporate obligations under this Agreement. INTERPRETATION OF THIS AGREEMENT.
Xx Recourse. 33 Section 10.10.Headings.....................................33 Section 10.11.GOVERNING LAW................................33 Section 10.12.Integration..................................33 Section 10.13.Rights of Credit Enhancer to Exercise Rights of Certificateholders.................33 TABLE OF CONTENTS PAGE EXHIBITS Exhibit A - Form of Certificate.................................A-1 Exhibit B - Certificate of Trust................................B-1 Exhibit C - Form of 144A Investment Representation..............C-1 Exhibit D - Form of Investor Representation Letter..............D-1 Exhibit E - Form of Transferor Representation Letter............E-1 Exhibit F - Form of Certificate of Non-Foreign Status...........F-1 Exhibit G - Form of ERISA Representation Letter.................G-1 Exhibit H - Form of Representation Letter.......................H-1 This trust agreement, dated as of March 30, 2000 (as amended from time to time, the "Trust Agreement"), is between Residential Asset Mortgage Products, Inc., a Delaware corporation, as depositor (the "Depositor"), and Wilmington Trust Company, a Delaware banking corporation, as owner trustee (the "Owner Trustee").
Xx Recourse. It is expressly understood and agreed by the parties that (i) this document is executed and delivered by BNYM, not individually or personally, but solely as Titling Trustee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Titling Trust is made and intended not as personal representations, undertakings and agreements by BNYM but is made and intended for the purpose for binding only the Titling Trust, (iii) nothing herein contained shall be construed as creating any liability on BNYM, 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 (iv) under no circumstances shall BNYM be personally liable for the payment of any indebtedness or expenses of the Titling Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Titling Trust under this document or any other related documents.
Xx Recourse. It is expressly understood and agreed by the parties hereto that (a) this Amendment is executed and delivered by Wilmington Savings Fund Society, FSB (“WSFS”), not individually or personally but solely as Owner Trustee of the Issuer under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, undertakings and agreements by WSFS but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on WSFS, 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, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Amendment and (e) under no circumstances shall WSFS 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 Amendment or any other related documents.
Xx Recourse. 33 Section 10.10.Headings.............................................................33 Section 10.11.GOVERNING LAW........................................................33 Section 10.12.Integration..........................................................33
Xx Recourse. 32 ARTICLE XIII MISCELLANEOUS PROVISIONS SECTION 13.01.Effect on Successors and Assigns...............................32 SECTION 13.02.Actions by Successor...........................................32 SECTION 13.03.Notices........................................................32 SECTION 13.04.Notice to Holders of Securities; Waiver........................33 SECTION 13.05.Governing Law..................................................33 SECTION 13.06.Effect of Headings and Table of Contents.......................33 SECTION 13.07.Compliance Certificates and Opinions...........................33 SECTION 13.08.Payments on Business Days......................................33 SECTION 13.09.Conflict with Trust Indenture Act..............................34 SECTION 13.10.Counterparts...................................................34 SECTION 13.11.Separability...................................................34
