DOCUMENT OR TO INSTITUTE, CONDUCT OR DEFEND ANY LITIGATION UNDER THIS AGREEMENT
OR OTHERWISE OR IN RELATION TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT
AT THE REQUEST, ORDER OR DIRECTION OF THE DEPOSITOR OR OTHERWISE, UNLESS THE
OWNER TRUSTEE (AS SUCH AND IN ITS INDIVIDUAL CAPACITY) HAS BEEN OFFERED SECURITY
OR INDEMNITY SATISFACTORY TO IT AGAINST THE COSTS, EXPENSES AND LIABILITIES THAT
MAY BE INCURRED BY THE OWNER TRUSTEE THEREIN OR THEREBY.
THE RIGHT OF THE OWNER
TRUSTEE TO PERFORM ANY DISCRETIONARY ACT ENUMERATED IN THIS AGREEMENT OR ANY
OTHER TRANSACTION DOCUMENT SHALL NOT BE CONSTRUED AS A DUTY, AND THE OWNER
TRUSTEE SHALL NOT BE ANSWERABLE OR LIABLE IN ITS INDIVIDUAL CAPACITY EXCEPT TO
THE TRUST OR THE DEPOSITOR FOR ITS OWN WILLFUL MISCONDUCT, BAD FAITH OR GROSS
NEGLIGENCE IN THE PERFORMANCE OF ANY SUCH ACT;
(VIII)
UNDER NO CIRCUMSTANCES SHALL THE OWNER TRUSTEE BE PERSONALLY
LIABLE FOR ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR INDEBTEDNESS OF
THE TRUST; AND
(IX)
IN ANY CAPACITY IN WHICH IT MAY ACT (OR REFRAIN FROM ACTING)
PURSUANT TO THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, THE OWNER TRUSTEE
(AS SUCH AND IN ITS INDIVIDUAL CAPACITY) SHALL BE ENTITLED TO THE BENEFITS OF
THE TRUST AGREEMENT.
SECTION 7.2
FURNISHING OF DOCUMENTS.
The Owner Trustee shall furnish to the Depositor promptly upon receipt of a
written request therefor, duplicates or copies of all reports, notices,
requests, demands, certificates, financial statements and any other instruments
furnished to the Owner Trustee under the Transaction Documents.
18
SECTION 7.3
REPRESENTATIONS AND WARRANTIES.
The Owner Trustee, in its individual capacity, hereby represents and warrants to
the Depositor that:
(A)
IT IS A BANKING CORPORATION DULY ORGANIZED AND VALIDLY EXISTING IN
GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE AND HAS ALL REQUISITE
CORPORATE POWER AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS
UNDER THIS AGREEMENT;
(B)
IT HAS TAKEN ALL NECESSARY ACTION TO AUTHORIZE THE EXECUTION AND
DELIVERY BY IT OF THIS AGREEMENT, AND THIS AGREEMENT WILL BE EXECUTED AND
DELIVERED BY ONE OF ITS OFFICERS WHO IS DULY AUTHORIZED TO EXECUTE AND DELIVER
THIS AGREEMENT ON ITS BEHALF; AND
(C)
NEITHER THE EXECUTION NOR THE DELIVERY BY IT OF THIS AGREEMENT,
NOR THE CONSUMMATION BY IT OF THE TRANSACTIONS CONTEMPLATED HEREBY NOR
COMPLIANCE BY IT WITH ANY OF THE TERMS OR PROVISIONS HEREOF WILL CONSTITUTE ANY
DEFAULT UNDER ITS CHARTER DOCUMENTS OR BY-LAWS OR ANY INDENTURE, MORTGAGE,
CONTRACT, AGREEMENT OR INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH ANY OF ITS
PROPERTIES MAY BE BOUND.
SECTION 7.4
RELIANCE; ADVICE OF COUNSEL.
(A)
THE OWNER TRUSTEE MAY RELY UPON, SHALL BE FULLY PROTECTED IN
RELYING UPON, AND SHALL INCUR NO PERSONAL LIABILITY TO ANYONE IN ACTING UPON ANY
SIGNATURE, INSTRUMENT, NOTICE, RESOLUTION, REQUEST, CONSENT, ORDER, CERTIFICATE,
REPORT, OPINION, BOND OR OTHER DOCUMENT OR PAPER BELIEVED BY IT TO BE GENUINE
AND BELIEVED BY IT TO BE SIGNED BY AN APPROPRIATE PERSON.
THE OWNER TRUSTEE MAY
CONCLUSIVELY RELY (AND SHALL BE FULLY PROTECTED