Common use of The Depository Clause in Contracts

The Depository. (a) The parties acknowledge that the Depository was selected solely by the Sponsor. The Trustee will have no duty or liability to any Person on account of that selection or the terms of the Deposit Account Agreement. The Depository will be subject at all times and in all respects to the directions of the Trustee and will be responsible solely to it (provided, however, that any discretionary action to be taken, or decision to be made, by the Trustee pursuant to the Deposit Account Agreement shall only be taken or made if and as directed by the Sponsor and the directed action or decision does not, in the Trustee’s reasonable discretion, adversely affect the Trustee’s rights or obligations hereunder). The rights and duties of the Depository with reference to the Trust will be determined by the Deposit Account Agreement and applicable law. The Trustee shall not amend or terminate the Deposit Account Agreement without the written consent of the Sponsor. The Trustee shall terminate the Deposit Account Agreement if the Sponsor directs it in writing to do so. (b) With respect to the monitoring of the Depository, the Trustee shall: (i) review statements submitted to the Trustee by the Depository pursuant to the Deposit Account Agreement; and (ii) arrange for inspections, audits or examinations of the Trust Property held for the Trust by the Depository and of the Depository’s accounts and operations related to the Deposit Account by accountants or other inspectors selected by the Sponsor at such times as directed by the Sponsor and as permitted by the Deposit Account Agreement, and shall report the results of such reviews, inspections, audits or examinations to the Sponsor. Other than as set forth in this Section 6.6(b), the Trustee shall have no duty to monitor the Depository or to take any action in respect of the Depository except as provided in Section 6.6(a). In no event shall the Trustee be liable for any loss or damage resulting from any act, omission, insolvency or other failure of the Depository.

The Depository. (a) The parties acknowledge that the Depository was selected solely by the Sponsor. The Trustee will have no duty or liability to any Person on account of that selection or the terms terms, validity or enforceability of the Deposit Account AgreementAgreement (except for the due execution thereof by the Trustee). The Depository will be subject at all times and in all respects to the directions of the Trustee and will be responsible solely to it (provided, however, that any discretionary action to be taken, or decision to be made, by the Trustee pursuant to the Deposit Account Agreement shall only be taken or made if and as directed by the Sponsor and the directed action or decision does not, in the Trustee’s reasonable discretion, adversely affect the Trustee’s rights or obligations hereunder). The rights and duties of the Depository with reference to the Trust will be determined by the Deposit Account Agreement and applicable law. The Trustee shall not amend or terminate the Deposit Account Agreement without the written consent of the Sponsor. The Trustee shall terminate the Deposit Account Agreement if the Sponsor directs it in writing to do so. (b) With respect to the monitoring of the Depository, the Trustee shall: (i) review statements submitted to the Trustee by the Depository pursuant to the Deposit Account Agreement; and (ii) arrange for inspections, audits or examinations of the Trust Property held for the Trust by the Depository and of the Depository’s accounts and operations related to the Deposit Account by accountants or other inspectors selected by the Sponsor at such times as directed by the Sponsor and as permitted by the Deposit Account Agreement, and shall report the results of such reviews, inspections, audits or examinations to the Sponsor. Other than as set forth in this Section 6.6(b), the Trustee shall have no duty to monitor the Depository or to take any action in respect of the Depository except as provided in Section 6.6(a). In no event shall the Trustee be liable for any loss or damage resulting from any act, omission, insolvency or other failure of the Depository.