Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee; (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicer; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Certificates; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and (g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable security or indemnity 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 19 contracts
Sources: Trust Agreement (USAA Auto Owner Trust 2007-2), Trust Agreement (USAA Auto Owner Trust 2007-1), Trust Agreement (Usaa Acceptance LLC Auto Owner Trust 2002-1)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Issuer or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly 7.03 made by the Owner Trustee. In particular, but not by way of limitation (limitation, and subject to the exceptions set forth in the preceding sentence)::
(a) the Owner Trustee shall not be liable for any error in judgment of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the DepositorTransferor, the Administrator or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume be deemed to have assumed or incur incurred any liability, duty, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuer or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default misfeasance, malfeasance or misconduct nonfeasance of the Servicer, the Administrator, the Depositor Transferor or the Indenture Trustee under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuer or the Transferor under this Agreement or the other Basic Documents or that are required to be performed by the Certificate Registrar and the Paying Agent under this Agreement, the Servicer under the Servicing Agreement or the SUBI Trust Agreement, the Administrator under the Issuer Administration Agreement, Agreement or the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing AgreementIndenture; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, Trust Certificateholders unless such Trust Certificateholders have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, gross negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 16 contracts
Sources: Trust Agreement (Financial Services Vehicle Trust), Trust Agreement (BMW Auto Leasing LLC), Trust Agreement (BMW Auto Leasing LLC)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyand this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, negligence or bad faith or negligence negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the ServicerCertificateholders;
(cb) no No provision of this Trust Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(ed) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Holder of the Designated Certificate or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the other Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and or expressly agreed to in the other Basic Documents;
(e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor Holder of the Designated Certificate, the Depositor, Indenture Trustee or the Indenture Trustee Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer Seller under the Sale and Servicing Mortgage Loan Purchase Agreement; and
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable 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 Trust Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 14 contracts
Sources: Trust Agreement (Shellpoint Mortgage Acceptance LLC), Trust Agreement (Credit Suisse First Boston Mortgage Securities Corp), Trust Agreement (Deutsche Mortgage Securities Inc)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyand this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, negligence or bad faith or negligence negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the ServicerCertificateholders;
(cb) no No provision of this Trust Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesBonds;
(ed) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Holder of the Designated Certificate or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the other Basic Documents, the Bonds, the Certificates, other than the certificate of authentication on the Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder Bondholder or to any Certificateholder, other than as expressly provided for herein and or expressly agreed to in the other Basic Documents;
(e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor Holder of the Designated Certificate, the Depositor, Indenture Trustee or the Indenture Trustee Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer Seller under the Sale and Servicing Mortgage Loan Purchase Agreement; and
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable 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 Trust Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 13 contracts
Sources: Trust Agreement (Opteum Mortgage Acceptance CORP), Trust Agreement (Long Beach Securities Corp), Trust Agreement (Ab Mortgage Securities Corp)
Acceptance of Trusts and Duties. The Owner Eligible Lender Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Eligible Lender Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Eligible Lender Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 expressly made by the Owner Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Eligible Lender Trustee;
(b) the Owner Eligible Lender Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction or instructions of any Certificateholderthe Administrator, the Indenture Trustee, the Depositor, the Administrator Depositor or the ServicerExcess Distribution Certificateholder;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Eligible Lender Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the CertificatesExcess Distribution Certificate, and the Owner Eligible Lender Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any the Excess Distribution Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Eligible Lender Trustee shall not be liable for the action or inaction, default or misconduct of the Servicer, the Administrator, the Depositor or Depositor, the Indenture Trustee or the Servicer under any of the other Basic Documents or otherwise and the Owner Eligible Lender Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Eligible Lender Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or Agreement, any other Basic Document, at the request, order or direction of any of the CertificateholdersDepositor or the Excess Distribution Certificateholder, unless the Depositor or such Certificateholders have holder has offered to the Owner Eligible Lender Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Eligible Lender Trustee therein or thereby. The right of the Owner Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 12 contracts
Sources: Trust Agreement (SLM Student Loan Trust 2006-3), Trust Agreement (SLM Funding LLC), Trust Agreement (SLM Student Loan Trust 2005-10)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement to which the Trust or Owner Trustee is a party and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 expressly made by the Owner Trustee, in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer or employee of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the provisions of this Agreement at the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder duties hereunder, or under any other Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be personally liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable distributions on the Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or Depositor, the Indenture Trustee or any other Person under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform or monitor the performance of the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing AgreementAgreement or the Indenture Trustee under the Indenture; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 10 contracts
Sources: Trust Agreement (Mmca Auto Receivables Trust Ii), Trust Agreement (Mmca Auto Owner Trust 2002-4), Trust Agreement (Mmca Auto Receivables Trust Ii)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Issuer or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly 7.04 made by the Owner Trustee. In particular, but not by way of limitation (limitation, and subject to the exceptions set forth in the preceding sentence)::
(a) the Owner Trustee shall not be liable for any error in judgment of judgment made by a responsible an officer or employee of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the DepositorTransferor, the Administrator or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume be deemed to have assumed or incur incurred any liability, duty, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuer or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default misfeasance, malfeasance or misconduct nonfeasance of the Servicer, the Administrator, the Depositor Transferor or the Indenture Trustee under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuer or the Transferor under this Agreement or the other Basic Documents or that are required to be performed by the Certificate Registrar and the Paying Agent under this Agreement, the Servicer under the Servicing Agreement or the SUBI Trust Agreement, the Administrator under the Issuer Administration Agreement, Agreement or the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; andIndenture;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, Trust Certificateholders unless such Trust Certificateholders have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, gross negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act;
(h) the Owner Trustee shall not have any obligation or duty to supervise or monitor the performance of any other person and shall have no liability for the failure of any other person to perform its obligations or duties under the Basic Documents or otherwise;
(i) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge thereof or unless written notice of such fact or event is received by a Responsible Officer and such notice references the fact or event;
(j) the Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances;
(k) to the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for (x) indirect, special, consequential or punitive damages, however styled, including, without limitation, lost profits or (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Issuer’s securities or assets;
(l) it shall be the Administrator's duty and responsibility, and not the Owner Trustee's duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business;
(m) for the avoidance of doubt, the Owner Trustee shall not have any duty or obligation to monitor or enforce the Sponsor’s compliance with any applicable risk retention rules or regulations. The Owner Trustee shall not be charged with knowledge of any such rules or regulations, and it shall not be liable to any Noteholder or any other Person for any violation of any such rules or regulations;
(n) monies received by the Owner Trustee (except in the event that the Owner Trustee acts as Paying Agent) under this Agreement need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law. Such funds shall be held (i) in a non-interest bearing trust account and (ii) uninvested and the Owner Trustee shall not be liable for any interest thereon; and
(o) each of the parties hereto hereby agrees and, as evidenced by its acceptance of any benefits hereunder, any Trust Certificateholder agrees that the Owner Trustee in any capacity (x) has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, regulatory, financial, investment, securities law or insurance implications and consequences of the formation, funding and ongoing administration of the Issuer, including income, gift and estate tax issues, insurable interest issues, risk retention issues, doing business or other licensing matters and the initial and ongoing selection and monitoring of financing arrangements, and (y) has not made any investigation as to the accuracy of any representations, warranties or other obligations of the Issuer under the Basic Documents and shall have no liability in connection therewith.
Appears in 10 contracts
Sources: Trust Agreement (BMW Vehicle Lease Trust 2025-1), Trust Agreement (BMW Vehicle Lease Trust 2025-1), Trust Agreement (BMW Vehicle Lease Trust 2024-2)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Transaction Documents and this Agreement and the other Basic Documents to which the Owner Trustee is a partyAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly made by the Owner Trusteenegligence. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the ServicerOwners;
(c) no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Trust Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the other Basic Transaction Documents, other than the certificate of authentication on the CertificatesTrust Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any CertificateholderOwner, other than as expressly provided for herein and or expressly agreed to in the other Basic Transaction Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or Trust Depositor, the Indenture Trustee or the Servicer under any of the Basic Transaction Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor Indenture, or the Servicer or the Trust Depositor under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this the Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Transaction Document, at the request, order or direction of any of the CertificateholdersOwner, unless such Certificateholders have Owner has offered to the Owner Trustee reasonable 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 in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 10 contracts
Sources: Trust Agreement (Harley-Davidson Motorcycle Trust 2022-A), Trust Agreement (Harley-Davidson Motorcycle Trust 2022-A), Trust Agreement (Harley-Davidson Motorcycle Trust 2021-B)
Acceptance of Trusts and Duties. The Owner Eligible Lender Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Eligible Lender Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Eligible Lender Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 expressly made by the Owner Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Eligible Lender Trustee;
(b) the Owner Eligible Lender Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction or instructions of any Certificateholderthe Administrator, the Indenture Trustee, the Depositor, the Administrator Depositor or the ServicerExcess Distribution Certificateholder;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Eligible Lender Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the CertificatesExcess Distribution Certificate, and the Owner Eligible Lender Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any the Excess Distribution Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Eligible Lender Trustee shall not be liable for the action or inaction, default or misconduct of the Servicer, the Administrator, the Depositor or Depositor, the Indenture Trustee Trustee, the Servicer under any of the other Basic Documents or otherwise and the Owner Eligible Lender Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Eligible Lender Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or Agreement, any other Basic Document, at the request, order or direction of any of the CertificateholdersDepositor or the Excess Distribution Certificateholder, unless the Depositor or such Certificateholders have holder has offered to the Owner Eligible Lender Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Eligible Lender Trustee therein or thereby. The right of the Owner Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 8 contracts
Sources: Trust Agreement (SLM Student Loan Trust 2006-8), Trust Agreement (SLM Student Loan Trust 2006-2), Trust Agreement (SLM Student Loan Trust 2006-4)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Issuer or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly 7.04 made by the Owner Trustee. In particular, but not by way of limitation (limitation, and subject to the exceptions set forth in the preceding sentence)::
(a) the Owner Trustee shall not be liable for any error in judgment of judgment made by a responsible an officer or employee of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the DepositorTransferor, the Administrator or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume be deemed to have assumed or incur incurred any liability, duty, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuer or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default misfeasance, malfeasance or misconduct nonfeasance of the Servicer, the Administrator, the Depositor Transferor or the Indenture Trustee under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuer or the Transferor under this Agreement or the other Basic Documents or that are required to be performed by the Certificate Registrar and the Paying Agent under this Agreement, the Servicer under the Servicing Agreement or the SUBI Trust Agreement, the Administrator under the Issuer Administration Agreement, Agreement or the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; andIndenture;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, Trust Certificateholders unless such Trust Certificateholders have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, gross negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act;
(h) the Owner Trustee shall not have any obligation or duty to supervise or monitor the performance of any other person and shall have no liability for the failure of any other person to perform its obligations or duties under the Basic Documents or otherwise;
(i) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge thereof or unless written notice of such fact or event is received by a Responsible Officer and such notice references the fact or event;
(j) the Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances;
(k) to the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for (x) indirect, special, consequential or punitive damages, however styled, including, without limitation, lost profits or (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Issuer’s securities or assets;
(l) it shall be the Administrator's duty and responsibility, and not the Owner Trustee's duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business;
(m) for the avoidance of doubt, the Owner Trustee shall not have any duty or obligation to monitor or enforce the Sponsor’s compliance with any applicable risk retention rules or regulations. The Owner Trustee shall not be charged with knowledge of any such rules or regulations, and it shall not be liable to any Noteholder or any other Person for any violation of any such rules or regulations;
(n) monies received by the Owner Trustee (except in the event that the Owner Trustee acts as Paying Agent) under this Agreement need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law. Such funds shall be held (i) in a non-interest bearing trust account and (ii) uninvested and the Owner Trustee shall not be liable for any interest thereon; and
(o) each of the parties hereto hereby agrees and, as evidenced by its acceptance of any benefits hereunder, any Trust Certificateholder agrees that the Owner Trustee in any capacity (x) has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, regulatory, financial, investment, securities law or insurance implications and consequences of the formation, funding and ongoing administration of the Issuer, including income, gift and estate tax issues, insurable interest issues, risk retention issues, doing business or other licensing matters and the initial and ongoing selection and monitoring of financing arrangements, and (y) has not made any investigation as to the accuracy of any representations, warranties or other obligations of the Issuer under the Basic Documents and shall have no liability in connection therewith.
Appears in 8 contracts
Sources: Trust Agreement (BMW Vehicle Lease Trust 2022-1), Trust Agreement (BMW Vehicle Lease Trust 2022-1), Trust Agreement (Financial Services Vehicle Trust)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Issuer or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly 7.03 made by the Owner Trustee. In particular, but not by way of limitation (limitation, and subject to the exceptions set forth in the preceding sentence)::
(a) the Owner Trustee shall not be liable for any error in judgment of judgment made by a responsible an officer or employee of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the DepositorTransferor, the Administrator or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume be deemed to have assumed or incur incurred any liability, duty, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuer or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default misfeasance, malfeasance or misconduct nonfeasance of the Servicer, the Administrator, the Depositor Transferor or the Indenture Trustee under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuer or the Transferor under this Agreement or the other Basic Documents or that are required to be performed by the Certificate Registrar and the Paying Agent under this Agreement, the Servicer under the Servicing Agreement or the SUBI Trust Agreement, the Administrator under the Issuer Administration Agreement, Agreement or the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; andIndenture;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, Trust Certificateholders unless such Trust Certificateholders have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, gross negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act;
(h) the Owner Trustee shall not have any obligation or duty to supervise or monitor the performance of any other person and shall have no liability for the failure of any other person to perform its obligations or duties under the Basic Documents or otherwise;
(i) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge thereof or unless written notice of such fact or event is received by a Responsible Officer and such notice references the fact or event;
(j) the Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances;
(k) to the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for (x) special, consequential or punitive damages, however styled, including, without limitation, lost profits or (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Issuer’s securities or assets;
(l) it shall be the Administrator's duty and responsibility, and not the Owner Trustee's duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business; and
(m) for the avoidance of doubt, the Owner Trustee shall not have any duty or obligation to monitor or enforce the Sponsor’s compliance with any applicable risk retention rules or regulations. The Owner Trustee shall not be charged with knowledge of any such rules or regulations, and it shall not be liable to any Noteholder or any other Person for any violation of any such rules or regulations.
Appears in 7 contracts
Sources: Trust Agreement (BMW Vehicle Lease Trust 2018-1), Trust Agreement (BMW Vehicle Lease Trust 2018-1), Trust Agreement (Financial Services Vehicle Trust)
Acceptance of Trusts and Duties. The Owner Eligible Lender Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Eligible Lender Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Eligible Lender Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 expressly made by the Owner Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Eligible Lender Trustee;
(b) the Owner Eligible Lender Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction or instructions of any Certificateholderthe Administrator, the Indenture Trustee, the Depositor, the Administrator Depositor or the Servicerholder of the Excess Distribution Certificate;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Eligible Lender Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the CertificatesExcess Distribution Certificate, and the Owner Eligible Lender Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholderthe holder of the Excess Distribution Certificate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Eligible Lender Trustee shall not be liable for the action or inaction, default or misconduct of the Servicer, the Administrator, the Depositor or Depositor, the Indenture Trustee or the Servicer under any of the other Basic Documents or otherwise and the Owner Eligible Lender Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Eligible Lender Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or Agreement, any other Basic Document, at the request, order or direction of any the Depositor or holder of the CertificateholdersExcess Distribution Certificate, unless the Depositor or such Certificateholders have holder has offered to the Owner Eligible Lender Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Eligible Lender Trustee therein or thereby. The right of the Owner Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 6 contracts
Sources: Trust Agreement (SLM Funding LLC), Trust Agreement (SLM Funding LLC), Trust Agreement (SLM Funding LLC)
Acceptance of Trusts and Duties. The Owner Eligible Lender Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Eligible Lender Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Eligible Lender Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 expressly made by the Owner Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Eligible Lender Trustee;
(b) the Owner Eligible Lender Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction or instructions of any Certificateholderthe Administrator, the Indenture Trustee, the Depositor, the Administrator Depositor or the ServicerExcess Distribution Certificateholder;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Eligible Lender Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the CertificatesExcess Distribution Certificate, and the Owner Eligible Lender Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any the Excess Distribution Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Eligible Lender Trustee shall not be liable for the action or inaction, default or misconduct of the Servicer, the Administrator, the Depositor or Depositor, the Indenture Trustee Trustee, the Servicer, any Swap Counterparty or any Remarketing Agent under any of the other Basic Documents or otherwise and the Owner Eligible Lender Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Eligible Lender Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or Agreement, any other Basic Document, at the request, order or direction of any of the CertificateholdersDepositor or the Excess Distribution Certificateholder, unless the Depositor or such Certificateholders have holder has offered to the Owner Eligible Lender Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Eligible Lender Trustee therein or thereby. The right of the Owner Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 6 contracts
Sources: Trust Agreement (SLM Student Loan Trust 2005-9), Trust Agreement (SLM Student Loan Trust 2005-7), Trust Agreement (SLM Student Loan Trust 2005-5)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby h▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Transaction Documents and this Agreement and the other Basic Documents to which the Owner Trustee is a partyAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly made by the Owner Trusteenegligence. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the ServicerOwners;
(c) no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Trust Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the other Basic Transaction Documents, other than the certificate of authentication on the CertificatesTrust Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any CertificateholderOwner, other than as expressly provided for herein and or expressly agreed to in the other Basic Transaction Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or Trust Depositor, the Indenture Trustee or the Servicer under any of the Basic Transaction Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor Indenture, or the Servicer or the Trust Depositor under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this the Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Transaction Document, at the request, order or direction of any of the CertificateholdersOwner, unless such Certificateholders have Owner has offered to the Owner Trustee reasonable 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 in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 6 contracts
Sources: Trust Agreement (Harley-Davidson Motorcycle Trust 2024-B), Trust Agreement (Harley-Davidson Motorcycle Trust 2024-B), Trust Agreement (Harley-Davidson Motorcycle Trust 2024-A)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement to which the Trust or Owner Trustee is a party and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 expressly made by the Owner Trustee, in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer or employee of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the provisions of this Agreement at the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder duties hereunder, or under any other Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be personally liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable distributions on the Certificates;.
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or Depositor, the Indenture Trustee or any other Person under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform or monitor the performance of the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing AgreementAgreement or the Indenture Trustee under the Indenture; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 6 contracts
Sources: Trust Agreement (Mmca Auto Owner Trust 2001-3), Trust Agreement (Mmca Auto Owner Trust 2001-3), Trust Agreement (Mmca Auto Owner Trust 2001-1)
Acceptance of Trusts and Duties. The Owner Eligible Lender Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Eligible Lender Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Eligible Lender Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 expressly made by the Owner Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Eligible Lender Trustee;
(b) the Owner Eligible Lender Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction or instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicerany Certificateholder;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Eligible Lender Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Eligible Lender Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Eligible Lender Trustee shall not be liable for the action or inaction, default or misconduct of the Servicer, the Administrator, the Depositor or Depositor, the Indenture Trustee or the Servicer under any of the other Basic Documents or otherwise and the Owner Eligible Lender Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Eligible Lender Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Eligible Lender Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Eligible Lender Trustee therein or thereby. The right of the Owner Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 6 contracts
Sources: Trust Agreement (SLM Funding Corp), Trust Agreement (SLM Funding Corp), Trust Agreement (SLM Funding Corp)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Issuer or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly 7.03 made by the Owner Trustee. In particular, but not by way of limitation (limitation, and subject to the exceptions set forth in the preceding sentence)::
(a) the Owner Trustee shall not be liable for any error in judgment of judgment made by a responsible an officer or employee of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the DepositorTransferor, the Administrator or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume be deemed to have assumed or incur incurred any liability, duty, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuer or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default misfeasance, malfeasance or misconduct nonfeasance of the Servicer, the Administrator, the Depositor Transferor or the Indenture Trustee under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuer or the Transferor under this Agreement or the other Basic Documents or that are required to be performed by the Certificate Registrar and the Paying Agent under this Agreement, the Servicer under the Servicing Agreement or the SUBI Trust Agreement, the Administrator under the Issuer Administration Agreement, Agreement or the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; andIndenture;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, Trust Certificateholders unless such Trust Certificateholders have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, gross negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act;
(h) the Owner Trustee shall not have any obligation or duty to supervise or monitor the performance of any other person and shall have no liability for the failure of any other person to perform its obligations or duties under the Basic Documents or otherwise;
(i) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge thereof or unless written notice of such fact or event is received by a Responsible Officer and such notice references the fact or event;
(j) the Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances;
(k) to the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for (x) special, consequential or punitive damages, however styled, including, without limitation, lost profits or (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Issuer’s securities or assets; and
(l) it shall be the Administrator's duty and responsibility, and not the Owner Trustee's duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.
Appears in 6 contracts
Sources: Trust Agreement (BMW Vehicle Lease Trust 2016-2), Trust Agreement (BMW Vehicle Lease Trust 2016-2), Trust Agreement (BMW Vehicle Lease Trust 2016-1)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts the same but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document personally liable under any circumstances, except (ia) for its own willful misconductmisconduct or gross negligence, bad faith or negligence or (iib) in for liabilities arising from the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly made failure by the Owner TrusteeTrustee to perform obligations expressly undertaken by it in the last sentence of Section 8.07, or (c) for taxes, fees or other charges on, based on or measured by any fees, commissions or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement or the Trust Related Agreements. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):limitation:
(ai) the The Owner Trustee shall not be personally liable for any error of judgment made in good faith by a responsible officer an Authorized Officer of the Owner Trustee;
(bii) the The Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it the Owner Trustee in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the ServicerOwners;
(ciii) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(div) under Under no circumstances circumstance shall the Owner Trustee be personally liable for any indebtedness evidenced by or arising of the Trust under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesTrust Related Agreement;
(ev) the The Owner Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Depositor, or for the form, character, genuineness, sufficiency, value or validity of any of Student Loan or Trust Certificate (other than with respect to the Owner Trust Estatedue execution thereby by an Authorized Officer), or for or in respect of the validity or sufficiency of the other Basic Documents, other than Administration Agreement or the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;Trust Related Agreements; and
(fvi) the The Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee Administrator under any of the Basic Documents Trust Related Agreements or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust hereunder or under this any Trust Related Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable security or indemnity 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 5 contracts
Sources: Trust Agreement, Trust Agreement (National Collegiate Student Loan Trust 2006-3), Trust Agreement (National Collegiate Student Loan Trust 2006-1)
Acceptance of Trusts and Duties. The Owner Eligible Lender Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Eligible Lender Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Eligible Lender Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.03 expressly made by the Owner Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Eligible Lender Trustee;
(b) the Owner Eligible Lender Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction or instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the ServicerCompany;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Eligible Lender Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Eligible Lender Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholderthe Company, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Eligible Lender Trustee shall not be liable for the action or inaction, default or misconduct of the Servicer, the Administrator, the Depositor or Seller, the Indenture Trustee or the Servicer under any of the other Basic Documents or otherwise and the Owner Eligible Lender Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Eligible Lender Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the CertificateholdersCompany, unless such Certificateholders have the Company has offered to the Owner Eligible Lender Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Eligible Lender Trustee therein or thereby. The right of the Owner Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 5 contracts
Sources: Trust Agreement (Usa Group Secondary Market Services Inc), Trust Agreement (Usa Group Secondary Market Services Inc), Trust Agreement (Asset Backed Securities Corp)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Transaction Documents and this Agreement and the other Basic Documents to which the Owner Trustee is a partyAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly made by the Owner Trusteenegligence. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the ServicerOwners;
(c) no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Trust Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the other Basic Transaction Documents, other than the certificate of authentication on the CertificatesTrust Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any CertificateholderOwner, other than as expressly provided for herein and or expressly agreed to in the other Basic Transaction Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or Trust Depositor, the Indenture Trustee or the Servicer under any of the Basic Transaction Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor Indenture, or the Servicer or the Trust Depositor under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this the Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Transaction Document, at the request, order or direction of any of the CertificateholdersOwner, unless such Certificateholders have Owner has offered to the Owner Trustee reasonable 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 in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 5 contracts
Sources: Trust Agreement (Harley Davidson Motorcycle Trust 2025-A), Trust Agreement (Harley Davidson Motorcycle Trust 2025-A), Trust Agreement (Harley-Davidson Motorcycle Trust 2023-B)
Acceptance of Trusts and Duties. The Owner Eligible Lender Trustee ------------------------------- accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Eligible Lender Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Eligible Lender Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 expressly made by the Owner Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Eligible Lender Trustee;
(b) the Owner Eligible Lender Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction or instructions of any Certificateholderthe Administrator, the Indenture Trustee, the Depositor, the Administrator Depositor or the Servicerholder of the Excess Distribution Certificate;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Eligible Lender Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the CertificatesExcess Distribution Certificate, and the Owner Eligible Lender Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholderthe holder of the Excess Distribution Certificate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Eligible Lender Trustee shall not be liable for the action or inaction, default or misconduct of the Servicer, the Administrator, the Depositor or Depositor, the Indenture Trustee Trustee, the Servicer or Swap Counterparties under any of the other Basic Documents or otherwise and the Owner Eligible Lender Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or Indenture, the Servicer under the Sale and Servicing AgreementAgreement or the Swap Counterparties under the Swap Agreements; and
(g) the Owner Eligible Lender Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or Agreement, any other Basic Document, at the request, order or direction of any the Depositor or holder of the CertificateholdersExcess Distribution Certificate, unless the Depositor or such Certificateholders have holder has offered to the Owner Eligible Lender Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Eligible Lender Trustee therein or thereby. The right of the Owner Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 5 contracts
Sources: Trust Agreement (SLM Funding Corp), Trust Agreement (SLM Funding Corp), Trust Agreement (SLM Funding Corp)
Acceptance of Trusts and Duties. The Owner Delaware Trustee accepts the trusts appointment as trustee of the Trust hereby created and agrees to perform its duties hereunder with respect to such trusts appointment but only upon the terms of this Trust Agreement. The Owner Delaware Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Trust Agreement and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Delaware Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.03 hereof expressly made by the Owner Delaware Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Delaware Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Delaware Trustee;
(b) the Owner Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction or instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator Issuer Administrator, any other administrator or the ServicerCertificateholder;
(c) no provision of this Trust Agreement or any other Basic Document shall require the Owner Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Delaware Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Delaware Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder Holder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Delaware Trustee shall not be liable for the action or inaction, default or misconduct of the ServicerEligible Lender Trustee, the Issuer Administrator, the Depositor or any other administrator, any seller, the Indenture Trustee or any Servicer under any of the other Basic Documents or otherwise and the Owner Delaware Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the other Basic Documents that are required to be performed by the Issuer Administrator under the Administration AgreementAgreement or any other administrator under the related administration agreement, the Indenture Trustee under the Indenture or the Depositor or the any Servicer under the Sale and any Servicing Agreement; and
(g) the Owner Delaware Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such the Certificateholders have offered to the Owner Delaware Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Delaware Trustee therein or thereby. The right of the Owner Delaware Trustee to perform any discretionary act enumerated in this Trust Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Delaware Trustee shall not be answerable for other than its gross negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 5 contracts
Sources: Trust Agreement (Goal Capital Funding, LLC), Trust Agreement (Higher Education Funding I), Trust Agreement (Higher Education Funding I)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts the same but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document personally liable under any circumstances, except (ia) for its own willful misconductmisconduct or gross negligence, bad faith or negligence or (iib) in for liabilities arising from the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly made failure by the Owner TrusteeTrustee to perform obligations expressly undertaken by it in the last sentence of Section 8.07, or (c) for taxes, fees or other charges on, based on or measured by any fees, commissions or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement or the Trust Related Agreements. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):limitation:
(ai) the The Owner Trustee shall not be personally liable for any error of judgment made in good faith by a responsible officer an Authorized Officer of the Owner Trustee;
(bii) the The Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it the Owner Trustee in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the ServicerOwners;
(ciii) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(div) under Under no circumstances circumstance shall the Owner Trustee be personally liable for any indebtedness evidenced by or arising of the Trust under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesTrust Related Agreement;
(ev) the The Owner Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Depositor, or for the form, character, genuineness, sufficiency, value or validity of any of Student Loan or Trust Certificate (other than with respect to the Owner Trust Estatedue execution thereby by an Authorized Officer), or for or in respect of the validity or sufficiency of the other Basic Documents, other than Administration Agreement or the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;Trust Related Agreements; and
(fvi) the The Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee Administrator under any of the Basic Documents Trust Related Agreements or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust hereunder or under this any Trust Related Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable security or indemnity 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 5 contracts
Sources: Trust Agreement (National Collegiate Student Loan Trust 2005-2), Trust Agreement (National Collegiate Student Loan Trust 2004-1), Trust Agreement (National Collegiate Student Loan Trust 2005-1)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this AgreementAgreement subject to the other Basic Documents. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyand this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith breach or misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 8.03 expressly made by the Owner TrusteeTrustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the The Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator Certificateholders or the ServicerNote Insurer given in accordance with this Agreement;
(c) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any CertificateholderCertificateholders, other than as expressly provided for herein and in the other Basic Documents;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor Indenture Trustee or the Indenture Trustee Master Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration AgreementSponsor, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; andMaster Servicer;
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of the Sponsor, any of the CertificateholdersCertificateholders or the Note Insurer, unless such Certificateholders Certificateholders, the Sponsor or the Note Insurer have offered to the Owner Trustee reasonable security or indemnity reasonably 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct, bad faith breach or negligence misconduct in the performance of any such act; and
(h) Notwithstanding anything contained herein to the contrary, neither U.S. Bank Trust National Association in its individual capacity nor as Owner Trustee shall be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by U.S. Bank Trust National Association; or (iii) subject U.S. Bank Trust National Association to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by U.S. Bank Trust, National Association in its individual capacity or as Owner Trustee, as the case may be, contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of the Sponsor to determine whether any action required to be taken pursuant to this Agreement or the other Basic Documents results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that said counsel advises the Owner Trustee that such action will result in such consequences, the Owner Trustee will appoint an additional trustee pursuant to Section 11.05 hereof to proceed with such action.
Appears in 5 contracts
Sources: Trust Agreement (Accredited Home Lenders Inc Mortgage Loan Trust 2004-1), Trust Agreement (Accredited Mortgage Loan Trust 2003-2), Trust Agreement (Accredited Mortgage Loan Trust 2003-3)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Issuing Entity or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly 7.03 made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):addition:
(a) the Owner Trustee shall not be liable for any error in judgment of judgment made by a responsible an officer of the Owner TrusteeTrustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Trust Certificateholder, the Depositor, the Indenture Trustee, the DepositorAdministrative Agent, the Administrator Asset Representation Reviewer or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the principal of the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume be deemed to have assumed or incur incurred any liability, duty, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuing Entity or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the AdministratorAsset Representation Reviewer, the Administrative Agent, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuing Entity or the Depositor under this Agreement or the other Basic Documents that are required to be performed by the Administrator Servicer under the Administration Servicing Agreement or the SUBI Trust Agreement, the Administrative Agent under the Trust Administration Agreement or the Indenture Trustee under the Indenture or the Depositor or the Servicer Asset Representation Reviewer under the Sale and Servicing Asset Representation Review Agreement; and;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, Trust Certificateholder unless such Certificateholders Trust Certificateholder have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act;
(h) No provision of the Basic Documents shall be deemed to impose any duty or obligation on the Owner Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Owner Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel);
(i) The Owner Trustee shall not be deemed to have knowledge of any breach of any representation or warranty, or other event unless the Owner Trustee has received written notice thereof in accordance with the provisions of this Agreement. For the avoidance of doubt, receipt by the Owner Trustee of a Review Report shall not constitute actual knowledge of any breach of a representation or warranty;
(j) the Owner Trustee shall not be personally liable for (x) special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the reasonable control of the Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; and
(k) the Owner Trustee shall not be obligated to monitor, supervise or enforce the performance of the Depositor or NMAC under the Basic Documents, except as otherwise expressly specified herein and in the other Basic Documents.
Appears in 4 contracts
Sources: Trust Agreement (Nissan Auto Leasing LLC Ii), Trust Agreement (Nissan Auto Leasing LLC Ii), Trust Agreement (Nissan Auto Lease Trust 2017-A)
Acceptance of Trusts and Duties. The Owner Eligible Lender Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Eligible Lender Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Eligible Lender Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 expressly made by the Owner Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Eligible Lender Trustee;
(b) the Owner Eligible Lender Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction or instructions of any Certificateholderthe Administrator, the Indenture Trustee, the Depositor, the Administrator Depositor or the Servicerholder of the Excess Distribution Certificate;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Eligible Lender Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the CertificatesExcess Distribution Certificate, and the Owner Eligible Lender Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholderthe holder of the Excess Distribution Certificate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Eligible Lender Trustee shall not be liable for the action or inaction, default or misconduct of the Servicer, the Administrator, the Depositor or Depositor, the Indenture Trustee or the Servicer under any of the other Basic Documents or otherwise and the Owner Eligible Lender Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or Indenture, the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Eligible Lender Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or Agreement, any other Basic Document, at the request, order or direction of any the Depositor or holder of the CertificateholdersExcess Distribution Certificate, unless the Depositor or such Certificateholders have holder has offered to the Owner Eligible Lender Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Eligible Lender Trustee therein or thereby. The right of the Owner Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 4 contracts
Sources: Trust Agreement (SLM Funding Corp), Trust Agreement (SLM Funding Corp), Trust Agreement (SLM Funding Corp)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts the same but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document personally liable under any circumstances, except (i) for its own willful misconductmisconduct or gross negligence, bad faith or negligence or (ii) in for liabilities arising from the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly made failure by the Owner TrusteeTrustee to perform obligations expressly undertaken by it in the last sentence of Section 6.07 hereof, or (iii) for taxes, fees or other charges on, based on or measured by any fees, commissions or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement or the Basic Documents. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):limitation:
(a) the The Owner Trustee shall not be personally liable for any error of judgment made in good faith by a responsible officer an Authorized Officer of the Owner Trustee;
(b) the The Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it the Owner Trustee in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the ServicerOwner;
(c) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under Under no circumstances circumstance shall the Owner Trustee be personally liable for any indebtedness evidenced by or arising of the Trust under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Certificates;Document; and
(e) the The Owner Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Depositor, or for the form, character, genuineness, sufficiency, value or validity of any of Collateral or the Owner Trust Estate, or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable security or indemnity 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 4 contracts
Sources: Trust Agreement (SLC Private Student Loan Trust 2006-A), Trust Agreement (SLC Student Loan Trust 2004-1), Trust Agreement (SLC Student Loan Trust 2005-1)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this AgreementAgreement and the Basic Documents. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyand this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the ServicerOwners;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Residual Interest Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any CertificateholderOwner, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor Depositor, the Company, the Indenture Trustee, the Grantor Trustee or the Indenture Trustee Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or Indenture, the Depositor Grantor Trustee under the Grantor Trust Agreement or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the CertificateholdersOwners, unless such Certificateholders Owners have offered to the Owner Trustee reasonable 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such actact provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5.
Appears in 4 contracts
Sources: Owner Trust Agreement (Painewebber Mortgage Acceptance Corporation Iv), Owner Trust Agreement (Master Financial Asset Securitization Trust 1998-2), Owner Trust Agreement (Empire Funding Home Loan Owner Trust 1997-5)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator, the Data Administrator or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Data Administrator, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Data Administrator under the Data Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable security or indemnity 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 4 contracts
Sources: Trust Agreement (Bear Stearns Asset Backed Fund Inc Whole Auto Loan Tr 2002-1), Trust Agreement (Bear Stearns Asset Backed Whole Auto Loan Trust 2003-1), Trust Agreement (Bear Stearns Asset Backed Funding Ii Inc)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly made by the Owner Trustee7.3. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicer;
(cb) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Certificates;
(ed) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(fe) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing AgreementAgreement or the Indenture Trustee under the Indenture; and
(gf) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 4 contracts
Sources: Trust Agreement (Ford Credit Auto Receivables Two LLC), Trust Agreement (Ford Credit Auto Receivables Two LLC), Trust Agreement (Ford Credit Auto Receivables Two LLC)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing AgreementAgreement or the Indenture Trustee under the Indenture; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable security or indemnity 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 3 contracts
Sources: Trust Agreement (Usaa Federal Savings Bank), Trust Agreement (Usaa Federal Savings Bank Usaa Auto Owner Trust 2001-1), Trust Agreement (Usaa Federal Savings Bank)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this AgreementAgreement and the Basic Documents. There shall be no implied duties of the Owner Trustee under this Agreement or under the Basic Documents. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyand this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the ServicerCertificateholders;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value value, or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the ServicerSeller, the AdministratorDepositor, the Depositor Indenture Trustee, the Master Servicer or the Indenture Trustee Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or Servicer and the Master Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct conduct, or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 3 contracts
Sources: Deposit Trust Agreement (Ocwen Mortgage Loan Trust Ass Back Notes Ser 1998-Oac1/), Deposit Trust Agreement (Ocwen Mortgage Loan Trust Ass Back Notes Ser 1998-Oac1/), Deposit Trust Agreement (Financial Asset Securities Corp)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this AgreementAgreement subject to the other Basic Documents. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyand this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith breach or misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 8.03 expressly made by the Owner TrusteeTrustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the The Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the ServicerCertificateholders given in accordance with this Agreement;
(c) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any CertificateholderCertificateholders, other than as expressly provided for herein and in the other Basic Documents;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor Indenture Trustee or the Indenture Trustee Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration AgreementSponsor, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; andServicer;
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of the Sponsor or any of the Certificateholders, unless such Certificateholders Certificateholders, or the Sponsor have offered to the Owner Trustee reasonable security or indemnity reasonably 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct, bad faith breach or negligence misconduct in the performance of any such act; and
(h) Notwithstanding anything contained herein to the contrary, neither U.S. Bank Trust National Association in its individual capacity nor as Owner Trustee shall be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by U.S. Bank Trust National Association; or (iii) subject U.S. Bank Trust National Association to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by U.S. Bank Trust National Association in its individual capacity or as Owner Trustee, as the case may be, contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of the Sponsor to determine whether any action required to be taken pursuant to this Agreement or the other Basic Documents results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that said counsel advises the Owner Trustee that such action will result in such consequences, the Owner Trustee will appoint an additional trustee pursuant to Section 11.05 hereof to proceed with such action.
Appears in 3 contracts
Sources: Trust Agreement (Accredited Mortgage Loan Trust 2004-4), Trust Agreement (Accredited Mortgage Loan REIT Trust), Trust Agreement (Accredited Mortgage Loan Trust 2005-1)
Acceptance of Trusts and Duties. The Owner Eligible Lender Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Eligible Lender Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Eligible Lender Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 expressly made by the Owner Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Eligible Lender Trustee;
(b) the Owner Eligible Lender Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction or instructions of any Certificateholderthe Administrator, the Indenture Trustee, the Depositor, the Administrator Depositor or the Servicerholder of the Excess Distribution Certificate;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Eligible Lender Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the CertificatesExcess Distribution Certificate, and the Owner Eligible Lender Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholderthe holder of the Excess Distribution Certificate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Eligible Lender Trustee shall not be liable for the action or inaction, default or misconduct of the Servicer, the Administrator, the Depositor or Depositor, the Indenture Trustee Trustee, the Servicer, any Swap Counterparty, any Swap Agent or any Remarketing Agent under any of the other Basic Documents or otherwise and the Owner Eligible Lender Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Eligible Lender Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or Agreement, any other Basic Document, at the request, order or direction of any the Depositor or holder of the CertificateholdersExcess Distribution Certificate, unless the Depositor or such Certificateholders have holder has offered to the Owner Eligible Lender Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Eligible Lender Trustee therein or thereby. The right of the Owner Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 3 contracts
Sources: Trust Agreement (SLM Funding LLC), Trust Agreement (SLM Funding LLC), Trust Agreement (SLM Funding LLC)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement to which the Trust or Owner Trustee is a party and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing AgreementAgreement or the Indenture Trustee under the Indenture; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 3 contracts
Sources: Trust Agreement (Ford Credit Auto Receivables Two L P), Trust Agreement (Ford Credit Auto Receivables Two L P), Trust Agreement (Ford Motor Credit Co)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts the same but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document personally liable under any circumstances, except (i) for its own willful misconductmisconduct or gross negligence, bad faith or negligence or (ii) in for liabilities arising from the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly made failure by the Owner TrusteeTrustee to perform obligations expressly undertaken by it in the last sentence of Section 8.07, or (iii) for taxes, fees or other charges on, based on or measured by any fees, commissions or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement or the Trust Related Agreements. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):limitation:
(a) the The Owner Trustee shall not be personally liable for any error of judgment made in good faith by a responsible officer an Authorized Officer of the Owner Trustee;
(b) the The Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it the Owner Trustee in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the ServicerOwners;
(c) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under Under no circumstances circumstance shall the Owner Trustee be personally liable for any indebtedness evidenced by or arising of the Trust under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesTrust Related Agreement;
(e) the The Owner Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Depositor, or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust EstateStudent Loan, or for or in respect of the validity or sufficiency of the other Basic Documents, other than Administration Agreement or the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;Trust Related Agreements; and
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee Administrator under any of the Basic Documents Trust Related Agreements or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Issuer hereunder or under any Trust under this Related Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable security or indemnity 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 3 contracts
Sources: Trust Agreement (National Collegiate Trust 1996-S2), Trust Agreement (National Collegiate Trust 1996-S2), Trust Agreement (National Collegiate Trust 1996-S2)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Trust Agreement. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Trust Agreement and the other Basic Documents to which the Owner Trustee is a partyTransaction Documents. The Owner Trustee shall not be personally answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except to the Trust and the Certificateholders (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be personally liable for any error of judgment made by a responsible officer Responsible Officer of the Owner TrusteeTrustee which did not result from gross negligence or willful misconduct on the part of such Responsible Officer;
(b) the Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Trust Depositor, the Administrator Servicer or of Certificateholders holding such Percentage Interest as is required with respect thereto under this Agreement or the Servicerapplicable Transaction Documents;
(c) no provision of this Trust Agreement or any other Basic Transaction Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its rights or powers hereunder or under any other Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be personally liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Trustee shall not be personally responsible (i) for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or Trust Depositor, (ii) for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or (iii) for or in respect of the validity or sufficiency of the other Basic Transaction Documents, other than the certificate Owner Trustee’s due execution of authentication the Trust Certificate on behalf of the CertificatesTrust, and the Owner Trustee shall in no event assume or incur any personal liability, duty, or obligation to any Noteholder or to any Certificateholder, Certificateholder other than as expressly provided for herein and or expressly agreed to in the other Basic Transaction Documents;
(f) the Owner Trustee shall not be personally liable for the default or misconduct of the ServicerTrust Depositor, the AdministratorTrustee, the Depositor Certificate Registrar, the Administrator or the Indenture Trustee Servicer or any other Person under any of the Basic Transaction Documents or otherwise and the Owner Trustee shall have no obligation or personal liability to monitor or perform the obligations of the Trust or the Certificate Registrar under this Trust Agreement or the other Basic Transaction Documents that are required to be performed by the Trustee under the Indenture, the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor Agreement or the Servicer or the Trust Depositor under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any other Basic Transaction Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable 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 Trust Agreement or in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be personally answerable for therefor other than to the Trust and the Certificateholders for its willful misconduct, bad faith or gross negligence in the performance of any such act.
Appears in 3 contracts
Sources: Trust Agreement (Hercules Capital, Inc.), Trust Agreement (Hercules Technology Growth Capital Inc), Trust Agreement (Horizon Technology Finance Corp)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement to which the Trust or Owner Trustee is a party and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 expressly made by the Owner Trustee, in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the provisions of this Agreement at the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable distributions on the Certificates;.
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing AgreementAgreement or the Indenture Trustee under the Indenture; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 3 contracts
Sources: Trust Agreement (Mmca Auto Receivables Trust), Trust Agreement (Mmca Auto Receivables Trust), Trust Agreement (Mmca Auto Receivables Trust)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this AgreementAgreement subject to the other Basic Documents. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyand this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith breach or misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 8.03 expressly made by the Owner TrusteeTrustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the The Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the ServicerCertificateholders given in accordance with this Agreement;
(c) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any CertificateholderCertificateholders, other than as expressly provided for herein and in the other Basic Documents;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor Indenture Trustee or the Indenture Trustee Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuing Entity under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration AgreementSponsor, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; andServicer;
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of the Sponsor or any of the Certificateholders, unless such Certificateholders Certificateholders, or the Sponsor have offered to the Owner Trustee reasonable security or indemnity reasonably 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct, bad faith breach or negligence misconduct in the performance of any such act; and
(h) Notwithstanding anything contained herein to the contrary, neither U.S. Bank Trust National Association in its individual capacity nor as Owner Trustee shall be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by U.S. Bank Trust National Association; or (iii) subject U.S. Bank Trust National Association to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by U.S. Bank Trust National Association in its individual capacity or as Owner Trustee, as the case may be, contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of the Sponsor to determine whether any action required to be taken pursuant to this Agreement or the other Basic Documents results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that said counsel advises the Owner Trustee that such action will result in such consequences, the Owner Trustee will appoint an additional trustee pursuant to Section 11.05 hereof to proceed with such action.
Appears in 3 contracts
Sources: Trust Agreement (NovaStar Certificates Financing LLC), Trust Agreement (Accredited Mortgage Loan REIT Trust), Trust Agreement (NovaStar Certificates Financing CORP)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this AgreementAgreement and the Transaction Documents. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Transaction Documents and this Agreement and the other Basic Documents to which the Owner Trustee is a partyAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 below expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicer;
(c) no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(ed) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Transaction Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, the Transferor other than as expressly provided for herein and in the other Basic Transaction Documents;
(fe) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor Indenture Trustee or the Indenture Trustee Servicer under any of the Basic Transaction Documents or otherwise and the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or Indenture, the Servicer under the Sale and Servicing Agreement; and, or the Registrar or the Administrator hereunder;
(gf) the Owner Trustee shall not be under no any obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Transaction Document, at the request, order or direction of any of the CertificateholdersTransferor, unless such Certificateholders have the Transferor has offered to the Owner Trustee reasonable 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 in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act; and
(g) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Transferor or any other Person to the extent such action or direction is permitted by the Transaction Documents. With respect to the Noteholders, the Owner Trustee undertakes to perform or observe only such of the covenants and obligations of the Owner Trustee as are expressly set forth in this Agreement, and no implied covenants or obligations with respect to the Noteholders shall be read into this Agreement or the other Transaction Documents against the Owner Trustee. The Owner Trustee shall not be deemed to owe any fiduciary duty to the Noteholders, and shall not be liable to any such person for the failure of the Trust to perform its obligations to such persons other than as a result of the gross negligence or willful misconduct of the Owner Trustee in the performance of its express obligations under this Agreement.
Appears in 3 contracts
Sources: Trust Agreement (HSBC Home Equity Loan Corp I), Trust Agreement (HSBC Home Equity Loan Trust (USA) 2006-1), Trust Agreement (HSBC Home Equity Loan Trust (USA) 2006-2)
Acceptance of Trusts and Duties. The Owner Delaware Trustee accepts the trusts appointment as trustee of the Trust hereby created and agrees to perform its duties hereunder with respect to such trusts appointment but only upon the terms of this Trust Agreement. The Owner Delaware Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Trust Agreement and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Delaware Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.03 hereof expressly made by the Owner Delaware Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Delaware Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Delaware Trustee;
(b) the Owner Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction or instructions of any Certificateholderthe Sponsor, the Indenture TrusteeIssuer Administrator, the Depositor, the Administrator any other administrator or the ServicerCertificateholder;
(c) no provision of this Trust Agreement or any other Basic Document shall require the Owner Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Delaware Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Delaware Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder Holder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Delaware Trustee shall not be liable for the action or inaction, default or misconduct of the ServicerEligible Lender Trustee, the Issuer Administrator, the Depositor or any other administrator, any seller, the Indenture Trustee or any Servicer under any of the other Basic Documents or otherwise and the Owner Delaware Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the other Basic Documents that are required to be performed by the Issuer Administrator under the Administration AgreementAgreement or any other administrator under the related administration agreement, the Indenture Trustee under the Indenture or the Depositor or the any Servicer under the Sale and any Servicing Agreement; and
(g) the Owner Delaware Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such the Certificateholders have offered to the Owner Delaware Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Delaware Trustee therein or thereby. The right of the Owner Delaware Trustee to perform any discretionary act enumerated in this Trust Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Delaware Trustee shall not be answerable for other than its gross negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 3 contracts
Sources: Trust Agreement (College Loan Corp Trust I), Trust Agreement (College Loan Corp Trust I), Trust Agreement (College Loan Corp Trust I)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyand this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the The Owner Trustee shall not be liable for any error of judgment made by a responsible officer Trust Officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicerany Certificateholder;
(c) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and or expressly agreed to in the other Basic Documents;
(f) the The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or Depositor, the Servicer , the Indenture Trustee or any other Person under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 3 contracts
Sources: Trust Agreement (SSB Vehicle Securities Inc BMW Vehicle Owner Trust 1999-A), Trust Agreement (SSB Vehicle Sec Huntington Auto Trust 2000-A), Trust Agreement (National City Bank /)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this AgreementAgreement subject to the other Basic Documents. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyand this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith breach or misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 8.03 expressly made by the Owner TrusteeTrustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the The Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the ServicerCertificateholders given in accordance with this Agreement;
(c) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any CertificateholderCertificateholders, other than as expressly provided for herein and in the other Basic Documents;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor Indenture Trustee or the Indenture Trustee Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuing Entity under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration AgreementDepositor, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; andServicer;
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of the Depositor or any of the Certificateholders, unless such Certificateholders Certificateholders, or the Depositor have offered to the Owner Trustee reasonable security or indemnity reasonably 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct, bad faith breach or negligence misconduct in the performance of any such act; and
(h) Notwithstanding anything contained herein to the contrary, neither Wilmington Trust Company in its individual capacity nor as Owner Trustee shall be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by Wilmington Trust Company; or (iii) subject Wilmington Trust Company to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by Wilmington Trust Company in its individual capacity or as Owner Trustee, as the case may be, contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of the Depositor to determine whether any action required to be taken pursuant to this Agreement or the other Basic Documents results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that said counsel advises the Owner Trustee that such action will result in such consequences, the Owner Trustee will appoint an additional trustee pursuant to Section 11.05 hereof to proceed with such action.
Appears in 3 contracts
Sources: Trust Agreement (NovaStar Certificates Financing CORP), Trust Agreement (NovaStar Mortgage Funding Trust, Series 2006-1), Trust Agreement (NovaStar Certificates Financing CORP)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this AgreementAgreement subject to the other Basic Documents. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyand this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith breach or misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 8.03 expressly made by the Owner TrusteeTrustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the The Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator Certificateholders or the ServicerNote Insurer given in accordance with this Agreement;
(c) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any CertificateholderCertificateholders, other than as expressly provided for herein and in the other Basic Documents;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor Indenture Trustee or the Indenture Trustee Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuing Entity under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration AgreementSponsor, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; andServicer;
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of the Sponsor, any of the CertificateholdersCertificateholders or the Note Insurer, unless such Certificateholders Certificateholders, the Sponsor or the Note Insurer have offered to the Owner Trustee reasonable security or indemnity reasonably 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct, bad faith breach or negligence misconduct in the performance of any such act; and
(h) Notwithstanding anything contained herein to the contrary, neither [ ] in its individual capacity nor as Owner Trustee shall be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by [ ]; or (iii) subject [ ] to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by [ ] in its individual capacity or as Owner Trustee, as the case may be, contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of the Sponsor to determine whether any action required to be taken pursuant to this Agreement or the other Basic Documents results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that said counsel advises the Owner Trustee that such action will result in such consequences, the Owner Trustee will appoint an additional trustee pursuant to Section 11.05 hereof to proceed with such action.
Appears in 3 contracts
Sources: Trust Agreement (Accredited Mortgage Loan REIT Trust), Trust Agreement (NovaStar Certificates Financing LLC), Trust Agreement (NovaStar Certificates Financing CORP)
Acceptance of Trusts and Duties. The Owner Delaware Trustee accepts the trusts appointment as trustee of the Trust hereby created and agrees to perform its duties hereunder with respect to such trusts appointment but only upon the terms of this Agreement. The Owner Delaware Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Delaware Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.03 expressly made by the Owner Delaware Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Delaware Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Delaware Trustee;
(b) the Owner Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction or instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator Issuer Administrator, any other administrator or the ServicerCertificateholder;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Delaware Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Delaware Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Delaware Trustee shall not be liable for the action or inaction, default or misconduct of the ServicerEligible Lender Trustee, the Issuer Administrator, any other administrator, the Depositor or Seller, the Indenture Trustee or any Servicer under any of the other Basic Documents or otherwise and the Owner Delaware Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Issuer Administrator under the Administration AgreementAgreement or any other administrator under the related administration agreement, the Indenture Trustee under the Indenture or the Depositor or the any Servicer under the Sale and any Servicing Agreement; and
(g) the Owner Delaware Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such the Certificateholders have offered to the Owner Delaware Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Delaware Trustee therein or thereby. The right of the Owner Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Delaware Trustee shall not be answerable for other than its gross negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 2 contracts
Sources: Trust Agreement (College Loan LLC), Trust Agreement (Collegiate Funding of Delaware LLC)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Issuing Entity or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly 7.03 made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):addition:
(a) the Owner Trustee shall not be liable for any error in judgment of judgment made by a responsible an officer of the Owner TrusteeTrustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Trust Certificateholder, the Depositor, the Indenture Trustee, the DepositorAdministrative Agent, the Administrator Asset Representation Reviewer or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the principal of the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume be deemed to have assumed or incur incurred any liability, duty, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuing Entity or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the AdministratorAsset Representation Reviewer, the Administrative Agent, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuing Entity or the Depositor under this Agreement or the other Basic Documents that are required to be performed by the Administrator Servicer under the Administration Servicing Agreement or the SUBI Trust Agreement, the Administrative Agent under the Trust Administration Agreement or the Indenture Trustee under the Indenture or the Depositor or the Servicer Asset Representation Reviewer under the Sale and Servicing Asset Representation Review Agreement; and20 (NALT 2018-A Amended and Restated Trust Agreement)
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, Trust Certificateholder unless such Certificateholders Trust Certificateholder have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act;
(h) No provision of the Basic Documents shall be deemed to impose any duty or obligation on the Owner Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Owner Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel);
(i) The Owner Trustee shall not be deemed to have knowledge of any breach of any representation or warranty, or other event unless the Owner Trustee has received written notice thereof in accordance with the provisions of this Agreement. For the avoidance of doubt, receipt by the Owner Trustee of a Review Report shall not constitute actual knowledge of any breach of a representation or warranty;
(j) the Owner Trustee shall not be personally liable for (x) special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the reasonable control of the Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; and
(k) the Owner Trustee shall not be obligated to monitor, supervise or enforce the performance of the Depositor or NMAC under the Basic Documents, except as otherwise expressly specified herein and in the other Basic Documents.
Appears in 2 contracts
Sources: Trust Agreement (Nissan Auto Leasing LLC Ii), Trust Agreement (Nissan Auto Leasing LLC Ii)
Acceptance of Trusts and Duties. The Owner Eligible Lender Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Eligible Lender Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Eligible Lender Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except except: (i) for its own willful misconduct, bad faith misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.03 expressly made by the Owner Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Eligible Lender Trustee;
(b) the Owner Eligible Lender Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction or instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the ServicerCompany;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Eligible Lender Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Eligible Lender Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholderthe Company, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Eligible Lender Trustee shall not be liable for the action or inaction, default or misconduct of the Servicer, the Administrator, the Depositor or Seller, the Indenture Trustee or the Servicer under any of the other Basic Documents or otherwise and the Owner Eligible Lender Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Eligible Lender Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the CertificateholdersCompany, unless such Certificateholders have the Company has offered to the Owner Eligible Lender Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Eligible Lender Trustee therein or thereby. The right of the Owner Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 2 contracts
Sources: Trust Agreement (Goldman Sachs Asset Backed Securities Corp), Trust Agreement (Gs Mortgage Securities Corp)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Issuing Entity or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly 7.03 made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):addition:
(a) the Owner Trustee shall not be liable for any error in judgment of judgment made by a responsible an officer of the Owner TrusteeTrustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Trust Certificateholder, the Depositor, the Indenture Trustee, the DepositorAdministrative Agent, the Administrator Asset Representations Reviewer or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the principal of the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume be deemed to have assumed or incur incurred any liability, duty, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuing Entity or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the AdministratorAsset Representations Reviewer, the Administrative Agent, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuing Entity or the Depositor under this Agreement or the other Basic Documents that are required to be performed by the Administrator Servicer under the Administration Servicing Agreement or the SUBI Trust Agreement, the Administrative Agent under the Trust Administration Agreement or the Indenture Trustee under the Indenture or the Depositor or the Servicer Asset Representations Reviewer under the Sale and Servicing Asset Representations Review Agreement; and;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, Trust Certificateholder unless such Certificateholders Trust Certificateholder have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.;
(h) no provision of the Basic Documents shall be deemed to impose any duty or obligation on the Owner Trustee to take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Owner Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel);
(i) the Owner Trustee shall not be deemed to have knowledge of any breach of any representation or warranty, or other event unless the Owner Trustee has received written notice thereof in accordance with the provisions of this Agreement; provided that, for the avoidance of doubt, receipt by the Owner Trustee of a Review Report shall not constitute actual knowledge of any breach of a representation or warranty;
(j) the Owner Trustee shall not be personally liable for (x) special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the reasonable control of the Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; and
(k) the Owner Trustee shall not be obligated to monitor, supervise or enforce the performance of the Depositor or NMAC under the Basic Documents, except as otherwise expressly specified herein and in the other Basic Documents. 21 (NALT 2019-B Amended and Restated Trust Agreement)
Appears in 2 contracts
Sources: Trust Agreement (Nissan Auto Leasing LLC Ii), Trust Agreement (Nissan Auto Leasing LLC Ii)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created continued and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of set forth in this Agreement and the other 2018-A Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Trustee shall not be answerable or accountable hereunder or under any other 2018-A Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith by it in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicerany Certificateholder;
(c) no provision of this Agreement or any other the 2018-A Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other 2018-A Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the 2018-A Basic Documents, including the principal of and interest on the Notes or any amounts payable or distributable on the Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the other 2018-A Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documentsherein;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor Transferor, the Indenture Trustee, the Paying Agent, the Note Paying Agent or the Indenture Trustee Servicer under any of the 2018-A Basic Documents Document or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuer under this Agreement or the other 2018-A Basic Documents that are required to be performed by the Administrator under the 2018-A Administration Agreement, the Indenture Trustee or the Note Paying Agent under the Indenture or Indenture, the Depositor Paying Agent under this Agreement or the Servicer under the Sale and 2018-A Servicing Agreement; and;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other 2018-A Basic Document, at the request, order or direction of any of the CertificateholdersCertificateholder, unless such Certificateholders have Certificateholder has offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The ; and the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other 2018-A Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconductnegligence, bad faith or negligence willful misconduct in the performance of any such act;
(h) the Owner Trustee shall have no responsibility for the accuracy of any information provided to Certificateholders or any other individual or entity that has been obtained from, or provided to the Owner Trustee by, any other Person; and
(i) in the absence of negligence or bad faith on its part, the Owner Trustee may conclusively rely upon certificates or Opinions of Counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or Opinions of Counsel so as to determine compliance of the same with the requirements of this Agreement.
(j) In no event will the Owner Trustee have any responsibility to monitor compliance with or enforce compliance with the credit risk retention requirements for asset-backed securities or other rules or regulations relating to credit risk retention. The Owner Trustee will not be charged with knowledge of such rules, nor will it be liable to any Noteholder, Certificateholder, the Depositor, the Servicer or any other person for violation of such rules now or hereinafter in effect.
Appears in 2 contracts
Sources: Trust Agreement (Mercedes-Benz Auto Lease Trust 2018-A), Trust Agreement (Mercedes-Benz Auto Lease Trust 2018-A)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement to which the Trust or Owner Trustee is a party and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 expressly made by the Owner Trustee, in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer or employee of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the provisions of this Agreement at the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder duties hereunder, or under any other Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be personally liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable distributions on the Certificates;.
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform or monitor the performance of the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing AgreementAgreement or the Indenture Trustee under the Indenture; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 2 contracts
Sources: Trust Agreement (Mmca Auto Receivables Trust), Trust Agreement (Mmca Auto Owner Trust 2001-1)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Issuing Entity or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly 7.03 made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):addition:
(a) the Owner Trustee shall not be liable for any error in judgment of judgment made by a responsible an officer of the Owner TrusteeTrustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Trust Certificateholder, the Depositor, the Indenture Trustee, the DepositorAdministrative Agent, the Administrator Asset Representations Reviewer or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the principal of the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume be deemed to have assumed or incur incurred any liability, duty, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuing Entity or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the AdministratorAsset Representations Reviewer, the Administrative Agent, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuing Entity or the Depositor under this Agreement or the other Basic Documents that are required to be performed by the Administrator Servicer under the Administration Servicing Agreement or the SUBI Trust Agreement, the Administrative Agent under the Trust Administration Agreement or the Indenture Trustee under the Indenture or the Depositor or the Servicer Asset Representations Reviewer under the Sale and Servicing Asset Representations Review Agreement; and;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, Trust Certificateholder unless such Certificateholders Trust Certificateholder have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act;
(h) no provision of the Basic Documents shall be deemed to impose any duty or obligation on the Owner Trustee to take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Owner Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel);
(i) the Owner Trustee shall not be deemed to have knowledge of any breach of any representation or warranty, or other event unless the Owner Trustee has received written notice thereof in accordance with the provisions of this Agreement; provided that, for the avoidance of doubt, receipt by the Owner Trustee of a Review Report shall not constitute actual or constructive knowledge of any breach of a representation or warranty;
(j) the Owner Trustee shall not be personally liable for (x) special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the reasonable control of the Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; and
(k) the Owner Trustee shall not be obligated to monitor, supervise or enforce the performance of the Depositor or NMAC under the Basic Documents, except as otherwise expressly specified herein and in the other Basic Documents.
Appears in 2 contracts
Sources: Trust Agreement (Nissan Auto Leasing LLC Ii), Trust Agreement (Nissan Auto Leasing LLC Ii)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and or the other Basic Documents or, with respect to which the Owner Trustee is a partyCertificates, any Series Supplement or any Series Related Document. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document or, with respect to Certificates, any Series Supplement or any Series Related Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 expressly made by the Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 hereof, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture TrusteeCertificate Majority, the Depositor, the Administrator Master Servicer or the Servicerany Certificateholder;
(c) no provision of this Agreement or any other Basic Document or, with respect to Certificates, any Series Supplement or any Series Related Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document or, with respect to Certificates, any Series Supplement or any Series Related Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentsDocuments or, with respect to Certificates, any Series Supplement or any Series Related Document, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic DocumentsDocuments or, with respect to Certificates, any Series Supplement or any Series Related Document, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to the Depositor, any Series Support Provider, Trustee, the Certificate Paying Agent, any Noteholder or to any Certificateholder, other than as expressly provided for herein and herein, in the other Basic DocumentsDocuments or, with respect to Certificates, any Series Supplement or any Series Related Document;
(f) the Owner Trustee shall not be liable for the default or misconduct of the ServicerDepositor, any Series Support Provider, the Administrator, the Depositor Trustee or the Indenture Trustee Master Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or Agreement, the other Basic Documents or, with respect to Certificates, any Series Supplement or any Series Related Document that are required to be performed by the Administrator Depositor or the Certificate Paying Agent under the Administration this Agreement, by the Indenture Trustee under the Indenture Indenture, any Series Supplement or any Series Related Document or the Depositor or the Master Servicer under the Master Sale and Servicing AgreementAgreement or any Series Supplement or any Series Related Document; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document or, with respect to Certificates, any Series Supplement or any Series Related Document, at the request, order or direction of the Certificate Majority or any of the Certificateholders, unless such Certificate Majority or Certificateholders have offered to the Owner Trustee reasonable 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconductnegligence, bad faith or negligence willful misconduct in the performance of any such act.
Appears in 2 contracts
Sources: Trust Agreement (Household Auto Receivables Corp), Trust Agreement (Household Auto Receivables Corp)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this AgreementAgreement and each Supplement. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the any Series Owner Trust Estate upon the terms of this Agreement and the other related Supplement and Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Trustee shall not be answerable or accountable hereunder or under any other the related Supplement and the related Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the The Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicerany Owner;
(c) no No provision of this Agreement Agreement, any Supplement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Supplement or any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Certificatesof any Series;
(e) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or any Supplement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Series Owner Trust Estate, or for or in respect of the validity or sufficiency of the other any Basic Documents, other than the certificate of authentication on the CertificatesTrust Certificates of any Series, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any CertificateholderOwner, other than as expressly provided for herein and or expressly agreed to in the other related Basic Documents;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the ServicerAdministrator, DCS, as Seller or Depositor, the AdministratorCompany, the Depositor or the Indenture Trustee or the Servicer of any Series under any of the related Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement Agreement, any Supplement or the other any Basic Documents that are required to be performed by the Administrator under the related Administration Agreement, the Indenture Trustee under the related Indenture or the Servicer or DCS, as Depositor or the Servicer as Seller, under the related Sale and Servicing Agreement; and
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this AgreementAgreement or any Supplement, or to institute, conduct or defend any litigation under this Agreement or any Supplement or otherwise or in relation to this Agreement Agreement, any Supplement or any other Basic Document, at the request, order or direction of any of the CertificateholdersOwners, unless such Certificateholders Owners have offered to the Owner Trustee reasonable 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 Agreement, any Supplement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 2 contracts
Sources: Trust Agreement (Daimlerchrysler Services North America LLC), Trust Agreement (Daimlerchrysler Services North America LLC)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate Property upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly made by the Owner Trustee7.3. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicer;
(cb) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Certificates;
(ed) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Property or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(fe) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing AgreementAgreement or the Indenture Trustee under the Indenture; and
(gf) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 2 contracts
Sources: Trust Agreement (Ford Credit Auto Owner Trust 2005-B), Trust Agreement (Ford Credit Auto Owner Trust 2004-A)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Transaction Documents and this Agreement and the other Basic Documents to which the Owner Trustee is a partyAgreement. The Owner Trustee shall not be answerable personally liable or accountable hereunder or under any other Basic Transaction Document under any circumstancescircumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 warranty, expressly made by the Owner Trustee in its individual capacity or any representation or warranty made by the Owner Trustee in accordance with Section 11.13 or 11.14, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the third sentence of Section 6.4 or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to of the exceptions set forth in the preceding sentence):foregoing:
(ai) the The Owner Trustee shall not be personally liable for any error of judgment made in good faith by a responsible officer any of its officers or employees unless it is proved that such Persons were negligent in ascertaining the Owner Trusteepertinent facts;
(bii) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith by it in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or any Certificateholder delivered in accordance with the Servicerterms of this Agreement;
(ciii) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any exercise of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to ithereunder;
(div) under Under no circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, obligation or indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Certificates;Issuer; and
(ev) the The Owner Trustee shall not be personally responsible for or in respect of the accuracy, validity or sufficiency of this Agreement or for the due execution hereof by any Person other than the Depositor Owner Trustee, or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the accuracy, validity or sufficiency of any statement of any other party in the other Basic Transactions Documents, the Certificates or any other than the certificate of authentication on the Certificates, and document supplied to the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic DocumentsTrustee;
(fvi) the The Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement and the Owner Trustee other Transaction Documents to which it is a party and no implied covenants or obligations shall have no obligation or liability to perform the obligations of the Trust under be read into this Agreement or the other Basic Transaction Documents that are required to be performed by against the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; andOwner Trustee;
(gvii) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Transaction Document, at the request, order or direction of any of the CertificateholdersDepositor, the Certificateholders or the Administrator, unless such Depositor, Certificateholders or the Administrator have offered to the Owner Trustee reasonable security or indemnity satisfactory to the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee it therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconductnegligence, bad faith or negligence willful misconduct in the performance of any such act;
(viii) Anything in this Agreement to the contrary notwithstanding, in no event shall the Owner Trustee be liable under or in connection with this Agreement or the Trust for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Owner Trustee has been advised of the possibility thereof and regardless of the form of action in which such damages are sought;
(ix) The Owner Trustee shall not be required to investigate any claims with respect to any breach of a representation or warranty under any of the Transaction Documents. For the avoidance of doubt, the Owner Trustee shall not be responsible for evaluating the qualifications of any mediator or arbitrator, or be personally liable for paying the fees or expenses of any mediation or arbitration initiated by a requesting party; and
(x) The Owner Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder if such delay or failure was caused by a force majeure or other similar occurrence.
Appears in 2 contracts
Sources: Trust Agreement (Usaa Acceptance LLC), Trust Agreement (Usaa Acceptance LLC)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this AgreementAgreement and the Transaction Documents. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Transaction Documents and this Agreement and the other Basic Documents to which the Owner Trustee is a partyAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 8.3 below expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the execution, delivery, authentication and performance by the Owner Trustee shall of this Agreement will not be liable require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to to, any action taken governmental authority or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Serviceragency;
(c) no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Transaction Documents, other than the certificate of authentication on the CertificatesTransferor Interest, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder Noteholder, to the Transferor or to any Certificateholder, other than as expressly provided for herein and in the other Basic Transaction Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the ServicerDepositor, the AdministratorSeller, the Depositor Indenture Trustee, or the Indenture Trustee Servicer under any of the Basic Transaction Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or Indenture, the Servicer under the Sale and Servicing Agreement; and, the Administrator or Renaissance under the Administration Agreement or the Certificate Registrar or any Paying Agent hereunder;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Transaction Document, at the request, order or direction of any of the CertificateholdersTransferor, unless such Certificateholders have Transferor has offered to the Owner Trustee reasonable 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 in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act; and.
(h) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Depositor, the Insurer, the Seller or any Owner to the extent such action or direction is permitted by the Transaction Documents.
Appears in 2 contracts
Sources: Trust Agreement (Renaissance Mortgage Acceptance Corp), Trust Agreement (Renaissance Mortgage Acceptance Corp)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Issuing Entity or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly 7.03 made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):addition:
(a) the Owner Trustee shall not be liable for any error in judgment of judgment made by a responsible an officer of the Owner TrusteeTrustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Trust Certificateholder, the Depositor, the Indenture Trustee, the DepositorAdministrative Agent, the Administrator Asset Representation Reviewer or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the principal of the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume be deemed to have assumed or incur incurred any liability, duty, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuing Entity or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the AdministratorAsset Representation Reviewer, the Administrative Agent, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuing Entity or the Depositor under this Agreement or the other Basic Documents that are required to be performed by the Administrator Servicer under the Administration Servicing Agreement or the SUBI Trust Agreement, the Administrative Agent under the Trust Administration Agreement or the Indenture Trustee under the Indenture or the Depositor or the Servicer Asset Representation Reviewer under the Sale and Servicing Asset Representation Review Agreement; and20 (NALT 2017-B Amended and Restated Trust Agreement)
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, Trust Certificateholder unless such Certificateholders Trust Certificateholder have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act;
(h) No provision of the Basic Documents shall be deemed to impose any duty or obligation on the Owner Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Owner Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel);
(i) The Owner Trustee shall not be deemed to have knowledge of any breach of any representation or warranty, or other event unless the Owner Trustee has received written notice thereof in accordance with the provisions of this Agreement. For the avoidance of doubt, receipt by the Owner Trustee of a Review Report shall not constitute actual knowledge of any breach of a representation or warranty;
(j) the Owner Trustee shall not be personally liable for (x) special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the reasonable control of the Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; and
(k) the Owner Trustee shall not be obligated to monitor, supervise or enforce the performance of the Depositor or NMAC under the Basic Documents, except as otherwise expressly specified herein and in the other Basic Documents.
Appears in 2 contracts
Sources: Trust Agreement (Nissan Auto Lease Trust 2017-B), Trust Agreement (Nissan Auto Lease Trust 2017-B)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Issuing Entity or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly 7.03 made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):addition:
(a) the Owner Trustee shall not be liable for any error in judgment of judgment made by a responsible an officer of the Owner TrusteeTrustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Trust Certificateholder, the Depositor, the Indenture Trustee, the DepositorAdministrative Agent, the Administrator Asset Representations Reviewer or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the principal of the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume be deemed to have assumed or incur incurred any liability, duty, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuing Entity or the Trust Estate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the AdministratorAsset Representations Reviewer, the Administrative Agent, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuing Entity or the Depositor under this Agreement or the other Basic Documents that are required to be performed by the Administrator Servicer under the Servicing Agreement or the Series LLC Agreement, the Administrative Agent under the Trust Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer Asset Representations Reviewer under the Sale and Servicing Asset Representations Review Agreement; and;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, Trust Certificateholder unless such Certificateholders Trust Certificateholder have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act;
(h) no provision of the Basic Documents shall be deemed to impose any duty or obligation on the Owner Trustee to take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Owner Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel);
(i) the Owner Trustee shall not be deemed to have knowledge of any breach of any representation or warranty, or other event unless the Owner Trustee has received written notice thereof in accordance with the provisions of this Agreement; provided that, for the avoidance of doubt, receipt by the Owner Trustee of a Review Report shall not constitute actual or constructive knowledge of any breach of a representation or warranty;
(j) the Owner Trustee shall not be personally liable for (x) special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the reasonable control of the Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, epidemic or pandemic, quarantine, shelter in place or similar directive, guidance, policy or other action by any governmental authorities and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; and
(k) the Owner Trustee shall not be obligated to monitor, supervise or enforce the performance of the Depositor or NMAC under the Basic Documents, except as otherwise expressly specified herein and in the other Basic Documents; and
(l) It shall be the Depositor’s duty and not the Owner Trustee’s duty or responsibility to cause the Trust to comply with, respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other similar proceeding or inquiry relating in any way to the Issuing Entity, its assets or the conduct of its business. In the event that the Owner Trustee receives any notice of such proceeding or inquiry, the Owner Trustee 21 (NALT 2024-B Amended and Restated Trust Agreement) shall promptly give such notice to the Depositor and the Trust Certificateholders. The Owner Trustee hereby agrees to cooperate and to comply with any reasonable request made by the Depositor and the Trust Certificateholders or their respective designees for the delivery of information or documents to such party in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other similar proceeding or inquiry.
Appears in 2 contracts
Sources: Trust Agreement (Nissan Auto Lease Trust 2024-B), Trust Agreement (Nissan Auto Lease Trust 2024-B)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement to which the Trust or Owner Trustee is a party and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 expressly made by the Owner Trustee, in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer or employee of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the provisions of this Agreement at the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder duties hereunder, or under any other Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be personally liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable distributions on the Certificates;.
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing AgreementAgreement or the Indenture Trustee under the Indenture; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 2 contracts
Sources: Trust Agreement (Mmca Auto Receivables Trust), Trust Agreement (Mmca Auto Owner Trust 2000-2)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created continued and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of set forth in this Agreement and the other 2012-A Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Trustee shall not be answerable or accountable hereunder or under any other 2012-A Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith by it in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicerany Certificateholder;
(c) no provision of this Agreement or any other the 2012-A Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other 2012-A Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the 2012-A Basic Documents, including the principal of and interest on the Notes or any amounts payable or distributable on the Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the other 2012-A Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documentsherein;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor Transferor, the Indenture Trustee, the Paying Agent, the Note Paying Agent or the Indenture Trustee Servicer under any of the 2012-A Basic Documents Document or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuer under this Agreement or the other 2012-A Basic Documents that are required to be performed by the Administrator under the 2012-A Administration Agreement, the Indenture Trustee or the Note Paying Agent under the Indenture or Indenture, the Depositor Paying Agent under this Agreement or the Servicer under the Sale and 2012-A Servicing Agreement; and;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other 2012-A Basic Document, at the request, order or direction of any of the CertificateholdersCertificateholder, unless such Certificateholders Certificateholder have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The ; and the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other 2012-A Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconductnegligence, bad faith or negligence willful misconduct in the performance of any such act;
(h) the Owner Trustee shall have no responsibility for the accuracy of any information provided to Certificateholders or any other individual or entity that has been obtained from, or provided to the Owner Trustee by, any other Person; and
(i) in the absence of negligence or bad faith on its part, the Owner Trustee may conclusively rely upon certificates or Opinions of Counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or Opinions of Counsel so as to determine compliance of the same with the requirements of this Agreement.
Appears in 2 contracts
Sources: Trust Agreement (Mercedes-Benz Auto Lease Trust 2012-A), Trust Agreement (Mercedes-Benz Auto Lease Trust 2012-A)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Issuing Entity or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly 7.03 made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):addition:
(a) the Owner Trustee shall not be liable for any error in judgment of judgment made by a responsible an officer of the Owner TrusteeTrustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Trust Certificateholder, the Depositor, the Indenture Trustee, the DepositorAdministrative Agent, the Administrator Asset Representations Reviewer or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the principal of the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume be deemed to have assumed or incur incurred any liability, duty, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuing Entity or the Trust Estate, other than as expressly provided for herein and in the other Basic Documents;; 20 (NALT 2023-A Second Amended and Restated Trust Agreement)
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the AdministratorAsset Representations Reviewer, the Administrative Agent, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuing Entity or the Depositor under this Agreement or the other Basic Documents that are required to be performed by the Administrator Servicer under the Servicing Agreement or the Series LLC Agreement, the Administrative Agent under the Trust Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer Asset Representations Reviewer under the Sale and Servicing Asset Representations Review Agreement; and;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, Trust Certificateholder unless such Certificateholders Trust Certificateholder have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act;
(h) no provision of the Basic Documents shall be deemed to impose any duty or obligation on the Owner Trustee to take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Owner Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel);
(i) the Owner Trustee shall not be deemed to have knowledge of any breach of any representation or warranty, or other event unless the Owner Trustee has received written notice thereof in accordance with the provisions of this Agreement; provided that, for the avoidance of doubt, receipt by the Owner Trustee of a Review Report shall not constitute actual or constructive knowledge of any breach of a representation or warranty;
(j) the Owner Trustee shall not be personally liable for (x) special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the reasonable control of the Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, epidemic or pandemic, quarantine, shelter in place or similar directive, guidance, policy or other action by any governmental authorities and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; and 21 (NALT 2023-A Second Amended and Restated Trust Agreement)
(k) the Owner Trustee shall not be obligated to monitor, supervise or enforce the performance of the Depositor or NMAC under the Basic Documents, except as otherwise expressly specified herein and in the other Basic Documents.
Appears in 2 contracts
Sources: Trust Agreement (Nissan Auto Lease Trust 2023-A), Trust Agreement (Nissan Auto Lease Trust 2023-A)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Issuing Entity or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly 7.03 made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):addition:
(a) the Owner Trustee shall not be liable for any error in judgment of judgment made by a responsible an officer of the Owner TrusteeTrustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Trust Certificateholder, the Depositor, the Indenture Trustee, the DepositorAdministrative Agent, the Administrator Asset Representations Reviewer or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the principal of the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume be deemed to have assumed or incur incurred any liability, duty, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuing Entity or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the AdministratorAsset Representations Reviewer, the Administrative Agent, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuing Entity or the Depositor under this Agreement or the other Basic Documents that are required to be performed by the Administrator Servicer under the Servicing Agreement or the Series LLC Agreement, the Administrative Agent under the Trust Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer Asset Representations Reviewer under the Sale and Servicing Asset Representations Review Agreement; and;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, Trust Certificateholder unless such Certificateholders Trust Certificateholder have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act;
(h) no provision of the Basic Documents shall be deemed to impose any duty or obligation on the Owner Trustee to take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Owner Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel);
(i) the Owner Trustee shall not be deemed to have knowledge of any breach of any representation or warranty, or other event unless the Owner Trustee has received written notice thereof in accordance with the provisions of this Agreement; provided that, for the avoidance of doubt, receipt by the Owner Trustee of a Review Report shall not constitute actual or constructive knowledge of any breach of a representation or warranty;
(j) the Owner Trustee shall not be personally liable for (x) special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the reasonable control of the Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, epidemic or pandemic, quarantine, shelter in place or similar directive, guidance, policy or other action by any governmental authorities and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; and
(k) the Owner Trustee shall not be obligated to monitor, supervise or enforce the performance of the Depositor or NMAC under the Basic Documents, except as otherwise expressly specified herein and in the other Basic Documents.
Appears in 2 contracts
Sources: Trust Agreement (Nissan Auto Lease Trust 2021-A), Trust Agreement (Nissan Auto Lease Trust 2021-A)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created continued and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of set forth in this Agreement and the other 2018-B Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Trustee shall not be answerable or accountable hereunder or under any other 2018-B Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith by it in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicerany Certificateholder;
(c) no provision of this Agreement or any other the 2018-B Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other 2018-B Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the 2018-B Basic Documents, including the principal of and interest on the Notes or any amounts payable or distributable on the Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the other 2018-B Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documentsherein;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor Transferor, the Indenture Trustee, the Paying Agent, the Note Paying Agent or the Indenture Trustee Servicer under any of the 2018-B Basic Documents Document or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuer under this Agreement or the other 2018-B Basic Documents that are required to be performed by the Administrator under the 2018-B Administration Agreement, the Indenture Trustee or the Note Paying Agent under the Indenture or Indenture, the Depositor Paying Agent under this Agreement or the Servicer under the Sale and 2018-B Servicing Agreement; and;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other 2018-B Basic Document, at the request, order or direction of any of the CertificateholdersCertificateholder, unless such Certificateholders have Certificateholder has offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The ; and the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other 2018-B Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconductnegligence, bad faith or negligence willful misconduct in the performance of any such act;
(h) the Owner Trustee shall have no responsibility for the accuracy of any information provided to Certificateholders or any other individual or entity that has been obtained from, or provided to the Owner Trustee by, any other Person;
(i) in the absence of negligence or bad faith on its part, the Owner Trustee may conclusively rely upon certificates or Opinions of Counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or Opinions of Counsel so as to determine compliance of the same with the requirements of this Agreement; and
(j) in no event will the Owner Trustee have any responsibility to monitor compliance with or enforce compliance with the credit risk retention requirements for asset-backed securities or other rules or regulations relating to credit risk retention. The Owner Trustee will not be charged with knowledge of such rules, nor will it be liable to any Noteholder, Certificateholder, the Depositor, the Servicer or any other person for violation of such rules now or hereinafter in effect.
Appears in 2 contracts
Sources: Trust Agreement (Mercedes-Benz Auto Lease Trust 2018-B), Trust Agreement (Mercedes-Benz Auto Lease Trust 2018-B)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts the same but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document personally liable under any circumstances, except (ia) for its own willful misconductmisconduct or gross negligence, bad faith or negligence or (iib) in for liabilities arising from the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly made failure by the Owner TrusteeTrustee to perform obligations expressly undertaken by it in the last sentence of Section 8.07, or (c) for taxes, fees or other charges on, based on or measured by any fees, commissions or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement or the Trust Related Agreements. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):limitation:
(ai) the The Owner Trustee shall not be personally liable for any error of judgment made in good faith by a responsible officer an Authorized Officer of the Owner Trustee;
(bii) the The Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it the Owner Trustee in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the ServicerOwners;
(ciii) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(div) under Under no circumstances circumstance shall the Owner Trustee be personally liable for any indebtedness evidenced by or arising of the Trust under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesTrust Related Agreement;
(ev) the The Owner Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Depositor, or for the form, character, genuineness, sufficiency, value or validity of any of Student Loan or Trust Certificate (other than with respect to the Owner Trust Estatedue execution thereby by an Authorized Officer), or for or in respect of the validity or sufficiency of the other Basic Documents, other than Administration Agreement or the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;Trust Related Agreements; and
(fvi) the The Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee Administrator under any of the Basic Documents Trust Related Agreements or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust hereunder or under this any Trust Related Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable security or indemnity 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 2 contracts
Sources: Trust Agreement (National Collegiate Student Loan Trust 2007-1), Trust Agreement (National Collegiate Student Loan Trust 2006-2)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies moneys actually received by it or under its control constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyand this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty of the Owner Trustee contained in Section 6.9 expressly 7.03 or made by the Owner TrusteeTrustee in any other agreement, document or certificate made or delivered in connection with this Agreement or any Basic Document. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any reasonable error of judgment made by a responsible officer Responsible Officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholderthe Administrator, as provided in the Indenture TrusteeAdministration Agreement, the Depositor, the Administrator or the ServicerOwners, as provided herein;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Trustee shall not be responsible for or in respect of (i) the validity or sufficiency of this Agreement or for Agreement, (ii) the due execution hereof by the Depositor or for Depositor, (iii) the form, character, genuineness, sufficiency, value or validity of any portion of the Owner Trust Estate, Estate or for or in respect of (iv) the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any CertificateholderOwner, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the ServicerAdministrator, the AdministratorServicer, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic DocumentDocument or otherwise, at the request, order or direction of any of the CertificateholdersOwners, unless such Certificateholders Owners have offered to the Owner Trustee reasonable 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for therefor other than for its negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such actthereof.
Appears in 2 contracts
Sources: Trust Agreement (Toyota Motor Credit Corp), Trust Agreement (Toyota Motor Credit Corp)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Transaction Documents and this Agreement and the other Basic Documents to which the Owner Trustee is a partyAgreement. The Owner Trustee shall not be answerable personally liable or accountable hereunder or under any other Basic Transaction Document under any circumstancescircumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 warranty, expressly made by the Owner Trustee in its individual capacity or any representation or warranty made by the Owner Trustee in accordance with Section 11.13 or 11.14, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the third sentence of Section 6.4 or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to of the exceptions set forth in the preceding sentence):foregoing:
(ai) the The Owner Trustee shall not be personally liable for any error of judgment made in good faith by a responsible officer any of its officers or employees unless it is proved that such Persons were negligent in ascertaining the Owner Trusteepertinent facts;
(bii) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith by it in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or any Certificateholder delivered in accordance with the Servicerterms of this Agreement;
(ciii) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any exercise of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to ithereunder;
(div) under Under no circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, obligation or indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Certificates;Issuer; and
(ev) the The Owner Trustee shall not be personally responsible for or in respect of the accuracy, validity or sufficiency of this Agreement or for the due execution hereof by any Person other than the Depositor Owner Trustee, or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the accuracy, validity or sufficiency of any statement of any other party in the other Basic Transactions Documents, the Certificates or any other than the certificate of authentication on the Certificates, and document supplied to the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic DocumentsTrustee;
(fvi) the The Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement and the Owner Trustee other Transaction Documents to which it is a party and no implied covenants or obligations shall have no obligation or liability to perform the obligations of the Trust under be read into this Agreement or the other Basic Transaction Documents that are required to be performed by against the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; andOwner Trustee;
(gvii) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Transaction Document, at the request, order or direction of any of the CertificateholdersDepositor, the Certificateholders or the Administrator, unless such Depositor, Certificateholders or the Administrator have offered to the Owner Trustee reasonable security or indemnity satisfactory to the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee it therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconductnegligence, bad faith or negligence willful misconduct in the performance of any such act;
(viii) Anything in this Agreement to the contrary notwithstanding, in no event shall the Owner Trustee be liable under or in connection with this Agreement or the Trust for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Owner Trustee has been advised of the possibility thereof and regardless of the form of action in which such damages are sought;
(ix) The Owner Trustee shall not be required to investigate any claims with respect to any breach of a representation or warranty under any of the Transaction Documents. For the avoidance of doubt, the Owner Trustee shall not be responsible for evaluating the qualifications of any mediator or arbitrator, or be personally liable for paying the fees or expenses of any mediation or arbitration initiated by a requesting party; and
(x) The Owner Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder if such delay or failure was caused by a force majeure or other similar occurrence.
Appears in 2 contracts
Sources: Trust Agreement (Usaa Acceptance LLC), Trust Agreement (Usaa Acceptance LLC)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate Property upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust EstateProperty, or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable security or indemnity 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 2 contracts
Sources: Trust Agreement (USAA Auto Owner Trust 2008-1), Trust Agreement (Usaa Acceptance LLC)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyand this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, negligence or bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicer;
(c) no No provision of this Trust Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(db) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(ec) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the other Basic Documents, the Notes, or the Certificates, other than the certificate of authentication on the Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and or expressly agreed to in the other Basic Documents;
(fd) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(e) The Owner Trustee shall not be liable for the default or misconduct of the ServicerDepositor, the Administrator, the Depositor Indenture Trustee or the Indenture Trustee Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the other Basic Documents that are required to be performed by the Indenture Trustee under the Indenture, the Servicer under the Servicing Agreement or the Seller or the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(gf) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such the Certificateholders have offered to the Owner Trustee reasonable 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 Trust Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconductnegligence, bad faith or negligence willful misconduct in the performance of any such act.
Appears in 2 contracts
Sources: Trust Agreement (Irwin Whole Loan Home Equity Trust 2005-C), Trust Agreement (Irwin Whole Loan Home Equity Trust 2005-B)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Issuing Entity or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly 7.03 made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):addition:
(a) the Owner Trustee shall not be liable for any error in judgment of judgment made by a responsible an officer of the Owner TrusteeTrustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Trust Certificateholder, the Depositor, the Indenture Trustee, the DepositorAdministrative Agent, the Administrator Asset Representations Reviewer or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the principal of the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume be deemed to have assumed or incur incurred any liability, duty, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuing Entity or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the AdministratorAsset Representations Reviewer, the Depositor or Administrative Agent, the Depositor[,] [or] the Indenture Trustee [or the [Swap Counterparty] [Cap Provider]] under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuing Entity or the Depositor under this Agreement or the other Basic Documents that are required to be performed by the Administrator Servicer under the Servicing Agreement or the Series LLC Agreement, the Administrative Agent under the Trust Administration Agreement, the Indenture Trustee under the Indenture Indenture[,] [or] the Asset Representations Reviewer under the Asset Representations Review Agreement [or the Depositor or the Servicer [Swap Counterparty] [Cap Provider] under the Sale and Servicing Agreement; andInterest Rate [Cap] [Swap] Agreements];
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, Trust Certificateholder unless such Certificateholders Trust Certificateholder have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act;
(h) no provision of the Basic Documents shall be deemed to impose any duty or obligation on the Owner Trustee to take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Owner Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel);
(i) the Owner Trustee shall not be deemed to have knowledge of any breach of any representation or warranty, or other event unless the Owner Trustee has received written notice thereof in accordance with the provisions of this Agreement; provided that, for the avoidance of doubt, receipt by the Owner Trustee of a Review Report shall not constitute actual knowledge of any breach of a representation or warranty;
(j) the Owner Trustee shall not be personally liable for (x) special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the reasonable control of the Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, epidemic or pandemic, quarantine, shelter in place or similar directive, guidance, policy or other action by any governmental authorities and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; and
(k) the Owner Trustee shall not be obligated to monitor, supervise or enforce the performance of the Depositor or NMAC under the Basic Documents, except as otherwise expressly specified herein and in the other Basic Documents.
Appears in 2 contracts
Sources: Trust Agreement (Nissan Auto Leasing LLC Ii), Trust Agreement (Nissan Auto Leasing LLC Ii)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Trust Agreement. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Trust Agreement and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction or instructions of the Administrator, from any Certificateholder, holder of the Indenture Trustee, Trust Certificate or of the Depositor, Master Servicer pursuant to the Administrator or the ServicerSale and Servicing Agreement;
(c) no provision of this Trust Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the CertificatesTrust Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder holder of the Notes or to any Certificateholderholder of the Trust Certificate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the action or inaction, default or misconduct of the Servicer, the Administrator, the Depositor or Seller, the Indenture Trustee or the Master Servicer under any of the other Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement Trust Agreement, or the other Basic Documents that are required to be performed by the Administrator under the Sale and Servicing Agreement, or the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Master Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any other Basic Document, at the request, order or direction of any the holder of the CertificateholdersTrust Certificate, unless such Certificateholders have holder has offered to the Owner Trustee reasonable 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 Trust Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 2 contracts
Sources: Trust Agreement (KeyCorp Student Loan Trust 2005-A), Trust Agreement (Key Consumer Receivables LLC)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyand this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 hereof, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator Servicer or the ServicerCertificateholder;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the CertificatesCertificate, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to the Trustee, Trust Collateral Agent, the Collateral Agent, any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the ServicerTrustee, the Administrator, the Depositor Trust Collateral Agent or the Indenture Trustee Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the CertificateholdersCertificateholder, unless such Certificateholders have the Certificateholder has offered to the Owner Trustee reasonable 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconductnegligence, bad faith or negligence willful misconduct in the performance of any such act.
Appears in 2 contracts
Sources: Trust Agreement (Americredit Financial Services Inc), Trust Agreement (Americredit Financial Services Inc)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Issuing Entity or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly 7.03 made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):addition:
(a) the Owner Trustee shall not be liable for any error in judgment of judgment made by a responsible an officer of the Owner TrusteeTrustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Trust Certificateholder, the Depositor, the Indenture Trustee, the DepositorAdministrative Agent, the Administrator Asset Representations Reviewer or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the principal of the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume be deemed to have assumed or incur incurred any liability, duty, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuing Entity or the Trust Estate, other than as expressly provided for herein and in the other Basic Documents;; 20 (NALT 2025-A Amended and Restated Trust Agreement)
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the AdministratorAsset Representations Reviewer, the Administrative Agent, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuing Entity or the Depositor under this Agreement or the other Basic Documents that are required to be performed by the Administrator Servicer under the Servicing Agreement or the Series LLC Agreement, the Administrative Agent under the Trust Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer Asset Representations Reviewer under the Sale and Servicing Asset Representations Review Agreement; and;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, Trust Certificateholder unless such Certificateholders Trust Certificateholder have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act;
(h) no provision of the Basic Documents shall be deemed to impose any duty or obligation on the Owner Trustee to take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Owner Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel);
(i) the Owner Trustee shall not be deemed to have knowledge of any breach of any representation or warranty, or other event unless the Owner Trustee has received written notice thereof in accordance with the provisions of this Agreement; provided that, for the avoidance of doubt, receipt by the Owner Trustee of a Review Report shall not constitute actual or constructive knowledge of any breach of a representation or warranty;
(j) the Owner Trustee shall not be personally liable for (x) special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Issuing Entity’s securities or assets or (z) any losses due to forces beyond the reasonable control of the Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, epidemic or pandemic, quarantine, shelter in place or similar directive, guidance, policy or other action by any governmental authorities and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; and
(k) the Owner Trustee shall not be obligated to monitor, supervise or enforce the performance of the Depositor or NMAC under the Basic Documents, except as otherwise expressly specified herein and in the other Basic Documents; and
(l) It shall be the Depositor’s duty and not the Owner Trustee’s duty or responsibility to cause the Trust to comply with, respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other similar proceeding or inquiry relating in any way to the Issuing Entity, its assets or the conduct of its business. In the event that the Owner Trustee receives any notice of such proceeding or inquiry, the Owner Trustee shall promptly give such notice to the Depositor and the Trust Certificateholders. The Owner Trustee hereby agrees to cooperate and to comply with any reasonable request made by the Depositor and the Trust Certificateholders or their respective designees for the delivery of information or documents to such party in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other similar proceeding or inquiry.
Appears in 2 contracts
Sources: Trust Agreement (Nissan Auto Lease Trust 2025-A), Trust Agreement (Nissan Auto Lease Trust 2025-A)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Issuing Entity or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly 7.03 made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):addition:
(a) the Owner Trustee shall not be liable for any error in judgment of judgment made by a responsible an officer of the Owner TrusteeTrustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Trust Certificateholder, the Depositor, the Indenture Trustee, the DepositorAdministrative Agent, the Administrator Asset Representations Reviewer or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the principal of the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume be deemed to have assumed or incur incurred any liability, duty, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuing Entity or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the AdministratorAsset Representations Reviewer, the Administrative Agent, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall 20 (NALT 2022-A Amended and Restated Trust Agreement) have no obligation or liability to perform the obligations of the Trust Issuing Entity or the Depositor under this Agreement or the other Basic Documents that are required to be performed by the Administrator Servicer under the Servicing Agreement or the Series LLC Agreement, the Administrative Agent under the Trust Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer Asset Representations Reviewer under the Sale and Servicing Asset Representations Review Agreement; and;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, Trust Certificateholder unless such Certificateholders Trust Certificateholder have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act;
(h) no provision of the Basic Documents shall be deemed to impose any duty or obligation on the Owner Trustee to take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Owner Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel);
(i) the Owner Trustee shall not be deemed to have knowledge of any breach of any representation or warranty, or other event unless the Owner Trustee has received written notice thereof in accordance with the provisions of this Agreement; provided that, for the avoidance of doubt, receipt by the Owner Trustee of a Review Report shall not constitute actual or constructive knowledge of any breach of a representation or warranty;
(j) the Owner Trustee shall not be personally liable for (x) special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the reasonable control of the Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, epidemic or pandemic, quarantine, shelter in place or similar directive, guidance, policy or other action by any governmental authorities and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; and
(k) the Owner Trustee shall not be obligated to monitor, supervise or enforce the performance of the Depositor or NMAC under the Basic Documents, except as otherwise expressly specified herein and in the other Basic Documents.
Appears in 2 contracts
Sources: Trust Agreement (Nissan Auto Lease Trust 2022-A), Trust Agreement (Nissan Auto Lease Trust 2022-A)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts the same but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document personally liable under any circumstances, except (ia) for its own willful misconductmisconduct or gross negligence, bad faith or negligence or (iib) in for liabilities arising from the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly made failure by the Owner TrusteeTrustee to perform obligations expressly undertaken by it in the last sentence of Section 8.07, or (c) for taxes, fees or other charges on, based on or measured by any fees, commissions or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement or the Trust Related Agreements. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):limitation:
(ai) the The Owner Trustee shall not be personally liable for any error of judgment made in good faith by a responsible officer an Authorized Officer of the Owner Trustee;Trustee;
(bii) the The Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it the Owner Trustee in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicer;Owners;
(ciii) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;it;
(div) under Under no circumstances circumstance shall the Owner Trustee be personally liable for any indebtedness evidenced by or arising of the Trust under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Certificates;Trust Related Agreement;
(ev) the The Owner Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Depositor, or for the form, character, genuineness, sufficiency, value or validity of any of Student Loan or Trust Certificate (other than with respect to the Owner Trust Estatedue execution thereby by an Authorized Officer), or for or in respect of the validity or sufficiency of the other Basic Documents, other than Administration Agreement or the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;Trust Related Agreements; and
(fvi) the The Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee Administrator under any of the Basic Documents Trust Related Agreements or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust hereunder or under this any Trust Related Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable security or indemnity 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 2 contracts
Sources: Trust Agreement, Trust Agreement
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created continued and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of set forth in this Agreement and the other 2016-B Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Trustee shall not be answerable or accountable hereunder or under any other 2016-B Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith by it in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicerany Certificateholder;
(c) no provision of this Agreement or any other the 2016-B Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other 2016-B Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the 2016-B Basic Documents, including the principal of and interest on the Notes or any amounts payable or distributable on the Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the other 2016-B Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documentsherein;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor Transferor, the Indenture Trustee, the Paying Agent, the Note Paying Agent or the Indenture Trustee Servicer under any of the 2016-B Basic Documents Document or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuer under this Agreement or the other 2016-B Basic Documents that are required to be performed by the Administrator under the 2016-B Administration Agreement, the Indenture Trustee or the Note Paying Agent under the Indenture or Indenture, the Depositor Paying Agent under this Agreement or the Servicer under the Sale and 2016-B Servicing Agreement; and;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other 2016-B Basic Document, at the request, order or direction of any of the CertificateholdersCertificateholder, unless such Certificateholders have Certificateholder has offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The ; and the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other 2016-B Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconductnegligence, bad faith or negligence willful misconduct in the performance of any such act;
(h) the Owner Trustee shall have no responsibility for the accuracy of any information provided to Certificateholders or any other individual or entity that has been obtained from, or provided to the Owner Trustee by, any other Person; and
(i) in the absence of negligence or bad faith on its part, the Owner Trustee may conclusively rely upon certificates or Opinions of Counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or Opinions of Counsel so as to determine compliance of the same with the requirements of this Agreement.
Appears in 2 contracts
Sources: Trust Agreement (Mercedes-Benz Auto Lease Trust 2016-B), Trust Agreement (Mercedes-Benz Auto Lease Trust 2016-B)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts the same but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document personally liable under any circumstances, except (ia) for its own willful misconductmisconduct or gross negligence, bad faith or negligence or (iib) in for liabilities arising from the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly made failure by the Owner TrusteeTrustee to perform obligations expressly undertaken by it in the last sentence of Section 8.07, or (c) for taxes, fees or other charges on, based on or measured by any fees, commissions or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement or the Trust Related Agreements. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence):
(ai) the The Owner Trustee shall not be personally liable for any error of judgment made in good faith by a responsible officer an Authorized Officer of the Owner Trustee;
; (bii) the The Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it the Owner Trustee in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicer;
Owners; (ciii) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
; (div) under Under no circumstances circumstance shall the Owner Trustee be personally liable for any indebtedness evidenced by or arising of the Trust under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Certificates;
Trust Related Agreement; (ev) the The Owner Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Depositor, or for the form, character, genuineness, sufficiency, value or validity of any of Student Loan or Trust Certificate (other than with respect to the Owner Trust Estatedue execution thereby by an Authorized Officer), or for or in respect of the validity or sufficiency of the other Basic Documents, other than Administration Agreement or the certificate of authentication on the Certificates, Trust Related Agreements; and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(fvi) the The Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee Administrator under any of the Basic Documents Trust Related Agreements or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust hereunder or under this any Trust Related Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable security or indemnity 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 2 contracts
Sources: Trust Agreement, Trust Agreement
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this AgreementAgreement and the Transaction Documents. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Transaction Documents and this Agreement and the other Basic Documents to which the Owner Trustee is a partyAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 8.3 below expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the execution, delivery, authentication and performance by the Owner Trustee shall of this Agreement will not be liable require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to to, any action taken governmental authority or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Serviceragency;
(c) no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Transaction Documents, other than the certificate of authentication on the CertificatesTransferor Interest, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder Noteholder, to the Transferor or to any Certificateholder, other than as expressly provided for herein and in the other Basic Transaction Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the ServicerSeller, the AdministratorIndenture Trustee, the Depositor or the Indenture Trustee Servicer under any of the Basic Transaction Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or Indenture, the Servicer under the Sale and Servicing Agreement; and, the Administrator or CHEC under the Administration Agreement or the Certificate Registrar or any Paying Agent hereunder;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Transaction Document, at the request, order or direction of any of the CertificateholdersTransferor, unless such Certificateholders have Transferor has offered to the Owner Trustee reasonable 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 in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act; and.
(h) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Depositor, the Insurer, the Seller or any Owner to the extent such action or direction is permitted by the Transaction Documents.
Appears in 2 contracts
Sources: Trust Agreement (Chec Funding LLC), Trust Agreement (Chec Funding LLC)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Transaction Documents and this Agreement and the other Basic Documents to which the Owner Trustee is a partyAgreement. The Owner Trustee shall not be answerable personally liable or accountable hereunder or under any other Basic Transaction Document under any circumstancescircumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 warranty, expressly made by the Owner Trustee in its individual capacity or any representation or warranty made by the Owner Trustee in accordance with Section 11.13 or 11.14, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the third sentence of Section 6.4 or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to of the exceptions set forth in the preceding sentence):foregoing:
(ai) the The Owner Trustee shall not be personally liable for any error of judgment made in good faith by a responsible officer any of its officers or employees unless it is proved that such Persons were negligent in ascertaining the Owner Trusteepertinent facts;
(bii) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith by it in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or any Certificateholder delivered in accordance with the Servicerterms of this Agreement;
(ciii) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any exercise of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to ithereunder;
(div) under Under no circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, obligation or indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Certificates;Issuer; and
(ev) the The Owner Trustee shall not be personally responsible for or in respect of the accuracy, validity or sufficiency of this Agreement or for the due execution hereof by any Person other than the Depositor Owner Trustee, or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the accuracy, validity or sufficiency any statement of any other party in the other Basic Transactions Documents, the Certificates or any other than the certificate of authentication on the Certificates, and document supplied to the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic DocumentsTrustee;
(fvi) the The Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement and the Owner Trustee other Transaction Documents to which it is a party and no implied covenants or obligations shall have no obligation or liability to perform the obligations of the Trust under be read into this Agreement or the other Basic Transaction Documents that are required to be performed by against the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; andOwner Trustee;
(gvii) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Transaction Document, at the request, order or direction of any of the CertificateholdersDepositor, the Certificateholders or the Administrator, unless such Depositor, Certificateholders or the Administrator have offered to the Owner Trustee reasonable security or indemnity satisfactory to the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee it therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconductnegligence, bad faith or negligence willful misconduct in the performance of any such act;
(viii) Anything in this Agreement to the contrary notwithstanding, in no event shall the Owner Trustee be liable under or in connection with this Agreement or the Trust for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Owner Trustee has been advised of the possibility thereof and regardless of the form of action in which such damages are sought; and
(ix) The Owner Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder if such delay or failure was caused by a force majeure or other similar occurrence.
Appears in 2 contracts
Sources: Trust Agreement (USAA Auto Owner Trust 2016-1), Trust Agreement (USAA Auto Owner Trust 2016-1)
Acceptance of Trusts and Duties. The Owner Eligible Lender ------------------------------- Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Eligible Lender Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Eligible Lender Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 expressly made by the Owner Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Eligible Lender Trustee;
(b) the Owner Eligible Lender Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction or instructions of any Certificateholderthe Administrator, the Indenture Trustee, the Depositor, the Administrator Depositor or the Servicerholder of the Excess Distribution Certificate;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Eligible Lender Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the CertificatesExcess Distribution Certificate, and the Owner Eligible Lender Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholderthe holder of the Excess Distribution Certificate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Eligible Lender Trustee shall not be liable for the action or inaction, default or misconduct of the Servicer, the Administrator, the Depositor or Depositor, the Indenture Trustee Trustee, the Servicer or Swap Counterparty under any of the other Basic Documents or otherwise and the Owner Eligible Lender Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or Indenture, the Servicer under the Sale and Servicing Agreement or the Swap Counterparty under the Swap Agreement; and
(g) the Owner Eligible Lender Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or Agreement, any other Basic Document, at the request, order or direction of any the Depositor or holder of the CertificateholdersExcess Distribution Certificate, unless the Depositor or such Certificateholders have holder has offered to the Owner Eligible Lender Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Eligible Lender Trustee therein or thereby. The right of the Owner Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 2 contracts
Sources: Trust Agreement (SLM Funding Corp), Trust Agreement (SLM Funding Corp)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Issuer or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly 7.03 made by the Owner Trustee. In particular, but not by way of limitation (limitation, and subject to the exceptions set forth in the preceding sentence)::
(a) the Owner Trustee shall not be liable for any error in judgment of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the DepositorTransferor, the Administrator or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume be deemed to have assumed or incur incurred any liability, duty, duty or obligation to any Noteholder Securityholder, the Cap Counterparty or to any Certificateholderthird party dealing with the Issuer or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default misfeasance, malfeasance or misconduct nonfeasance of the Servicer, the Administrator, the Depositor Transferor or the Indenture Trustee under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuer or the Transferor under this Agreement or the other Basic Documents that are required to be performed by the Servicer under the Servicing Agreement or the SUBI Trust Agreement, the Administrator under the Issuer Administration Agreement, Agreement or the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing AgreementIndenture; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, Trust Certificateholders unless such Trust Certificateholders have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, gross negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 1 contract
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its only such duties hereunder with respect as are expressly required to such trusts be performed by the Owner Trustee hereunder, but only upon the terms of this AgreementTrust Agreement and the Transaction Documents. The Owner Trustee also agrees to disburse or cause to be disbursed all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyTrust Agreement. The Owner Trustee shall not be personally answerable or accountable hereunder or under any other Basic Transaction Document to any Person under any circumstances, except to the Trust and the Certificateholders (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be personally liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee which did not result from gross negligence on the part of such Responsible Officer;
(b) the Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Trust Depositor, the Administrator Servicer or of Certificateholders holding such Percentage Interest as is required with respect thereto under this Agreement or the Servicerapplicable Transaction Documents;
(c) no provision of this Trust Agreement or any other Basic Transaction Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its rights rights, duties or powers hereunder or under any other Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be personally liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Trustee shall not be personally responsible (i) for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or Trust Depositor, (ii) for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or (iii) for or in respect of the validity or sufficiency of the other Basic Transaction Documents, other than the Owner Trustee’s due execution of the Certificates on behalf of the Trust and, if applicable, of the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any personal liability, duty, or obligation to any Noteholder or to any Certificateholder, Certificateholder other than as expressly provided for herein and in the other Basic Transaction Documents;
(f) the Owner Trustee shall not be personally liable for the default or misconduct of the ServicerTrust Depositor, the Administrator, the Depositor Trustee or the Indenture Trustee Servicer or any other Person under any of the Basic Transaction Documents or otherwise and the Owner Trustee shall have no obligation or personal liability to perform the obligations of the Trust under this Trust Agreement or the other Basic Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor Servicer or the Servicer Trust Depositor under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any other Basic Transaction Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable (as such and in its individual capacity) 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 Trust Agreement or in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be personally answerable for therefor other than to the Trust, the Trust Depositor and the Certificateholders for its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 1 contract
Sources: Trust Agreement (Ares Capital Corp)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Issuing Entity or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly 7.03 made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):addition:
(a) the Owner Trustee shall not be liable for any error in judgment of judgment made by a responsible an officer of the Owner TrusteeTrustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Trust Certificateholder, the Depositor, the Indenture Trustee, the DepositorAdministrative Agent, the Administrator Asset Representations Reviewer or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the principal of the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume be deemed to have assumed or incur incurred any liability, duty, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuing Entity or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the AdministratorAsset Representations Reviewer, the Depositor or Administrative Agent, the Depositor[,] [or] the Indenture Trustee under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuing Entity or the Depositor under this Agreement or the other Basic Documents that are required to be performed by the Administrator Servicer under the Servicing Agreement or the Series LLC Agreement, the Administrative Agent under the Trust Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer Asset Representations Reviewer under the Sale and Servicing Asset Representations Review Agreement; andTable of Contents
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, Trust Certificateholder unless such Certificateholders Trust Certificateholder have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act;
(h) no provision of the Basic Documents shall be deemed to impose any duty or obligation on the Owner Trustee to take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Owner Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel);
(i) the Owner Trustee shall not be deemed to have knowledge of any breach of any representation or warranty, or other event unless the Owner Trustee has received written notice thereof in accordance with the provisions of this Agreement; provided that, for the avoidance of doubt, receipt by the Owner Trustee of a Review Report shall not constitute actual knowledge of any breach of a representation or warranty;
(j) the Owner Trustee shall not be personally liable for (x) special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the reasonable control of the Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, epidemic or pandemic, quarantine, shelter in place or similar directive, guidance, policy or other action by any governmental authorities and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; and
(k) the Owner Trustee shall not be obligated to monitor, supervise or enforce the performance of the Depositor or NMAC under the Basic Documents, except as otherwise expressly specified herein and in the other Basic Documents.
Appears in 1 contract
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its the duties hereunder with respect expressly required to such trusts but only upon be performed by the terms of this AgreementOwner Trustee hereunder. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Transaction Documents to which the Owner Trustee Trust is a party. The Owner Trustee shall not be personally answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except for liability to the Trust and the Depositor (ia) for its own willful misconduct, bad faith or gross negligence or (iib) in the case of the inaccuracy breach of any representation or warranty contained in Section 6.9 SECTION 7.3 expressly made by the Owner TrusteeTrustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be personally liable for any error of judgment made in good faith by a responsible officer of the Owner TrusteeTrustee unless it is proved that the Owner Trustee was grossly negligent in ascertaining the pertinent facts;
(bii) the Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it in good faith by it in accordance with the provisions of this Agreement at the instructions of any Certificateholder, the Indenture Trustee, the Insurer, the Depositor, the Administrator or the ServicerServicer or other instructions given in accordance with this Agreement or any other Transaction Document;
(ciii) no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder or under any other Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity satisfactory to it in its individual capacity against such risk or liability is not reasonably assured or provided to itit in its individual capacity;
(div) under no circumstances shall the Owner Trustee be personally liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, the Depositor's Certificate, the Notes or other indebtedness of the Trust, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(ev) the Owner Trustee shall not be responsible or personally liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, Transaction Documents and the Owner Trustee shall in no event assume or incur any personal liability, duty, or obligation to any Noteholder Noteholder, the Depositor or to any Certificateholder, other Person other than as expressly provided for herein and in the other Basic Documentsherein;
(fvi) the Owner Trustee shall not be personally liable for the default or misconduct of the Servicer, the Administrator, the Depositor or Depositor, the Indenture Trustee or any other Person under any of the Basic Transaction Documents or otherwise otherwise, and the Owner Trustee shall have no duty to monitor or supervise any other trustee hereunder, if any, the Certificate Registrar (if other than the Owner Trustee), the Administrator, the Paying Agent (if other than the Owner Trustee), any agent or independent contractor of the Trust, any delegatee of any trustee or any other Person and the Owner Trustee (as such in its individual capacity) shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Transaction Documents that are not expressly required to be performed by the Owner Trustee or that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; andAllocation Agreement or the Indenture Trustee under the Indenture;
(gvii) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, Agreement or any other Transaction Document or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, Transaction Document at the request, order or direction of any of the CertificateholdersDepositor or otherwise, unless such Certificateholders have offered to the Owner Trustee reasonable (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 in any other Basic 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 other than 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.
Appears in 1 contract
Sources: Trust Agreement (First Investors Financial Services Group Inc)
Acceptance of Trusts and Duties. The Owner Delaware Trustee accepts the trusts appointment as trustee of the Trust hereby created and agrees to perform its duties hereunder with respect to such trusts appointment but only upon the terms of this Trust Agreement. The Owner Delaware Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Trust Agreement and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Delaware Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.03 hereof expressly made by the Owner Delaware Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Delaware Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Delaware Trustee;
(b) the Owner Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction or instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator Administrator, any other administrator or the ServicerCertificateholders;
(c) no provision of this Trust Agreement or any other Basic Document shall require the Owner Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Delaware Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Delaware Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder Registered Owner or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Delaware Trustee shall not be liable for the action or inaction, default or misconduct of the ServicerEligible Lender Trustee, the Administrator, the Depositor or any other administrator, any seller, the Indenture Trustee or any Servicer or Subservicer under any of the other Basic Documents or otherwise and the Owner Delaware Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration AgreementAgreement or any other administrator under the related administration agreement, the Indenture Trustee under the Indenture or the Depositor or the Indenture, any Servicer under the Sale and any Servicing Agreement or any Subservicer under any Subservicing Agreement; and
(g) the Owner Delaware Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such the Certificateholders have offered to the Owner Delaware Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Delaware Trustee therein or thereby. The right of the Owner Delaware Trustee to perform any discretionary act enumerated in this Trust Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Delaware Trustee shall not be answerable for other than its gross negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 1 contract
Acceptance of Trusts and Duties. The Owner Trustee accepts ------------------------------- the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyTransaction Documents. The Owner Trustee shall not be personally answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or negligence in the performance of its duties or the omission to perform any such duties or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 6.3 expressly made by the Owner TrusteeTrustee in its individual ----------- capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be personally liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the ServicerSeller;
(c) no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any personal financial liability in the exercise or performance of any of its duties, rights or powers hereunder or under any other Basic Document Transaction Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to itit (as such and in its individual capacity);
(d) under no circumstances shall the Owner Trustee be personally liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for Agreement, the due execution hereof by the Depositor Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the other Basic Transaction Documents, other than the certificate of authentication on Notes or the CertificatesSeller Interest, and the Owner Trustee shall in no event assume or incur any personal liability, duty, or obligation to any Noteholder or to the Owner or any Certificateholderother Person, other than as expressly provided for herein and or expressly agreed to in the other Basic Transaction Documents;
(f) the Owner Trustee shall not be personally liable for the default or misconduct of the Seller, the Servicer, the Administrator, the Depositor Administrator or the Indenture Trustee or any other Person under any of the Basic Transaction Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or personal liability to perform the obligations of the Trust under this Agreement or the other Basic Documents Transaction Documents, including those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale Transfer and Servicing Agreement; and;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Transaction Document, at the request, order or direction of any of the CertificateholdersSeller, unless such Certificateholders have the Seller has offered to the Owner Trustee reasonable (as such and in its individual capacity) 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 in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable or personally liable to any Person for any such act other than liability to the Trust and the beneficial owners of the Trust for its own negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act or the omission to perform any such act; and
(h) Notwithstanding anything contained herein to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Illinois if the taking of such action will (i) require the registration with, licensing by or the taking of any other similar action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Illinois by or with respect to the Owner Trustee (as such or in its individual capacity); (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Illinois becoming payable by the Owner Trustee (as such or in its individual capacity); or (iii) subject the Owner Trustee (as such or in its individual capacity) to personal jurisdiction in any jurisdiction other than the State of Illinois for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of the Seller) to determine whether any action required to be taken pursuant to the Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that said counsel advises the Owner Trustee that such action will result in such consequences, the Seller shall appoint an additional trustee pursuant to Section 9.5 to proceed with such action.
Appears in 1 contract
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyTransaction Documents. The Owner Trustee shall not be personally answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence in the performance of its duties or the omission to perform any such duties or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 6.3 expressly made by the Owner TrusteeTrustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be personally liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner Trustee;
(b) the Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the ServicerTransferor;
(c) no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any personal financial liability in the exercise or performance of any of its duties, rights or powers hereunder or under any other Basic Document Transaction Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to itit (as such and in its individual capacity);
(d) under no circumstances shall the Owner Trustee be personally liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for Agreement, the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the other Basic Transaction Documents, other than the certificate of authentication on Notes or the CertificatesExchangeable Transferor Certificate, and the Owner Trustee shall in no event assume or incur any personal liability, duty, or obligation to any Noteholder Noteholder, Transferor, any Holder of the Exchangeable Transferor Certificate or to any Certificateholderother Person, other than as expressly provided for herein and or expressly agreed to in the other Basic Transaction Documents;
(f) the Owner Trustee shall not be personally liable for the default or misconduct of of, and shall have no duty to monitor the performance of, Transferor, Servicer, the Administrator, the Depositor Administrator or the Indenture Trustee or any other Person under any of the Basic Transaction Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or personal liability to perform the obligations of the Trust under this Agreement or the other Basic Documents Transaction Documents, including those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale Transfer and Servicing Agreement; and;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Transaction Document, at the request, order or direction of any of the CertificateholdersTransferor, unless such Certificateholders have the Transferor has offered to the Owner Trustee reasonable (as such and in its individual capacity) 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 in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable or personally liable to any Person for any such act other than liability to the Trust and the beneficial owners of the Trust for its willful misconductown negligence, bad faith or negligence willful misconduct in the performance of any such act or the omission to perform any such act; and
(h) Notwithstanding anything contained herein to the contrary, Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the registration with, licensing by or the taking of any other similar action in respect of, any State or other governmental authority or agency of any jurisdiction other than the State of Delaware by or with respect to Owner Trustee (as such or in its individual capacity); (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by Owner Trustee (as such or in its individual capacity); or (iii) subject Owner Trustee (as such or in its individual capacity) to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by Owner Trustee contemplated hereby. Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of Transferor) to determine whether any action required to be taken pursuant to the Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that said counsel advises Owner Trustee that such action will result in such consequences, Transferor shall appoint an additional trustee pursuant to Section 9.5 to proceed with such action.
Appears in 1 contract
Acceptance of Trusts and Duties. The Owner Eligible Lender ------------------------------- Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Eligible Lender Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Eligible Lender Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 expressly made by the Owner Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Eligible Lender Trustee;
(b) the Owner Eligible Lender Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction or instructions of any Certificateholderthe Administrator, the Indenture Trustee, the Depositor, the Administrator Depositor or the Servicerholder of the Excess Distribution Certificate;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Eligible Lender Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the CertificatesExcess Distribution Certificate, and the Owner Eligible Lender Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholderthe holder of the Excess Distribution Certificate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Eligible Lender Trustee shall not be liable for the action or inaction, default or misconduct of the Servicer, the Administrator, the Depositor or Depositor, the Indenture Trustee Trustee, the Servicer or any Swap Counterparty under any of the other Basic Documents or otherwise and the Owner Eligible Lender Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or Indenture, the Servicer under the Sale and Servicing AgreementAgreement or any Swap Counterparty under the Swap Agreements; and
(g) the Owner Eligible Lender Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or Agreement, any other Basic Document, at the request, order or direction of any the Depositor or holder of the CertificateholdersExcess Distribution Certificate, unless the Depositor or such Certificateholders have holder has offered to the Owner Eligible Lender Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Eligible Lender Trustee therein or thereby. The right of the Owner Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 1 contract
Sources: Trust Agreement (SLM Funding Corp)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable security or indemnity 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 1 contract
Sources: Trust Agreement (Bear Stearns Asset Backed Funding Inc)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the express terms of this Agreement. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the express terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyand this Agreement. The Owner Trustee Wilmington Trust Company, in its individual capacity, shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconductmisconduct or gross negligence (or simple negligence in the case of the receipt, bad faith handling, transfer or negligence disbursement of funds or holding of investments) or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the The Owner Trustee shall not be personally liable for any error of judgment made in good faith by a responsible officer Trust Officer of the Owner Trustee;
(b) the The Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicerany Owner;
(c) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under Under no circumstances shall the Owner Trustee be personally liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesBonds;
(e) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder Bondholder or to any CertificateholderOwner, other than as expressly provided for herein and or expressly agreed to in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable security or indemnity 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 1 contract
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Trust Agreement. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Trust Agreement and the other Basic Documents to which the Owner Trustee is a partyTransaction Documents. The Owner Trustee shall not be personally answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except to the Trust and the Certificateholders (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be personally liable for any error of judgment made by a responsible officer Responsible Officer of the Owner TrusteeTrustee which did not result from gross negligence or willful misconduct on the part of such Responsible Officer;
(b) the Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Trust Depositor, the Administrator Servicer or of Certificateholders holding such Percentage Interest as is required with respect thereto under this Agreement or the Servicerapplicable Transaction Documents;
(c) no provision of this Trust Agreement or any other Basic Transaction Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its rights or powers hereunder or under any other Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be personally liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Trustee shall not be personally responsible (i) for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or Trust Depositor, (ii) for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or (iii) for or in respect of the validity or sufficiency of the other Basic Transaction Documents, other than the certificate Owner Trustee’s due execution of authentication the Trust Certificate on behalf of the CertificatesTrust, and the Owner Trustee shall in no event assume or incur any personal liability, duty, or obligation to any Noteholder or to any Certificateholder, Certificateholder other than as expressly provided for herein and or expressly agreed to in the other Basic Transaction Documents;
(f) the Owner Trustee shall not be personally liable for the default or misconduct of the ServicerTrust Depositor, the AdministratorTrustee, the Depositor Administrator or the Indenture Trustee Servicer or any other Person under any of the Basic Transaction Documents or otherwise and the Owner Trustee shall have no obligation or personal liability to monitor or perform the obligations of the Trust under this Trust Agreement or the other Basic Transaction Documents that are required to be performed by the Trustee under the Indenture, the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor Agreement or the Servicer or the Trust Depositor under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any other Basic Transaction Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee reasonable 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 Trust Agreement or in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be personally answerable for therefor other than to the Trust and the Certificateholders for its willful misconduct, bad faith or gross negligence in the performance of any such act.
Appears in 1 contract
Sources: Trust Agreement (Hercules Technology Growth Capital Inc)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement to which the Trust or Owner Trustee is a party and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 expressly made by the Owner Trustee, in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the provisions of this Agreement at the instructions of any CertificateholderCertificateholder , the Indenture Trustee, the Depositor, the Administrator or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Certificates;.
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the CertificatesCertificates , and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any CertificateholderCertificateholder , other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing AgreementAgreement or the Indenture Trustee under the Indenture; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the CertificateholdersCertificateholders , unless such Certificateholders have offered to the Owner Trustee reasonable 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 in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconduct, bad faith or negligence in the performance of any such act.
Appears in 1 contract
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Trust Agreement. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and Trust Agreement. To the other Basic Documents to which extent that, at law or in equity, the Owner Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or any other Person, it is a partyhereby understood and agreed that such duties and liabilities are replaced by the duties and liabilities of the Owner Trustee expressly set forth in this Trust Agreement. The Owner Trustee shall not be personally answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except to the Trust and the Certificateholders (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be personally liable for any error of judgment made by a responsible officer Responsible Officer of the Owner TrusteeTrustee which did not result from gross negligence or willful misconduct on the part of such Responsible Officer;
(b) the Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Trust Depositor, the Administrator Servicer or of Certificateholders holding such Percentage Interest as is required with respect thereto under this Agreement or the Servicerapplicable Transaction Documents;
(c) no provision of this Trust Agreement or any other Basic Transaction Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to itTransaction Document;
(d) under no circumstances shall the Owner Trustee be personally liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Trustee need not investigate or verify and shall not be personally responsible (i) for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or Trust Depositor, (ii) for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or (iii) for or in respect of the validity or sufficiency of the other Basic Transaction Documents, other than the certificate Owner Trustee’s due execution of authentication the Trust Certificate on behalf of the CertificatesTrust, and the Owner Trustee shall in no event assume or incur any personal liability, duty, or obligation to any Noteholder or to any Certificateholder, Certificateholder other than as expressly provided for herein and or expressly agreed to in the other Basic DocumentsTransaction Documents to which it is a party;
(f) the Owner Trustee shall not be personally liable for the default or misconduct of the ServicerTrust Depositor, the AdministratorTrustee, the Depositor Certificate Registrar, the Administrator or the Indenture Trustee Servicer or any other Person under any of the Basic Transaction Documents or otherwise and the Owner Trustee shall have no obligation or personal liability to monitor or perform the obligations of the Trust or the Certificate Registrar under this Trust Agreement or the other Basic Transaction Documents that are required to be performed by the Trustee under the Indenture, the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor Agreement or the Servicer or the Trust Depositor under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any other Basic Transaction Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have advanced any necessary costs and offered to the Owner Trustee reasonable 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 Trust Agreement or in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be personally answerable for therefor other than to the Trust and the Certificateholders for its willful misconduct, bad faith or gross negligence in the performance of any such act.
(h) Notwithstanding anything contained herein to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the registration with, licensing by or the taking of any other similar action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware by or with respect to the Owner Trustee; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of the Trust) to determine whether any action required to be taken pursuant to this Trust Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that said counsel advises the Owner Trustee that such action will result in such consequences, the Owner Trustee may, or if instructed to do so by the Depositor, shall appoint a separate trustee pursuant to this Trust Agreement to proceed with such action.
(i) To the fullest extent permitted by law and notwithstanding anything in this Trust Agreement to the contrary, the Owner Trustee shall not be personally liable for (x) special, consequential or punitive damages, however styled, including, without limitation, lost profits or (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets.
(j) Notwithstanding anything in this Trust Agreement to the contrary, the Owner Trustee shall not be responsible or liable for its failure to perform under this Agreement or for any losses to the Trust resulting from any event beyond the reasonable control of the Owner Trustee, including but not limited to nationalization, strikes, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Trust’s property; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God; or any other similar event. Further, the Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.
(k) Prior to taking action pursuant to direction, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel or Officer’s Certificate at the expense of the Trust stating that action and direction is authorized or permitted by the Trust Agreement and other Transaction Documents and all conditions precedent have been satisfied.
Appears in 1 contract
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Issuing Entity or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly 7.03 made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):addition:
(a) the Owner Trustee shall not be liable for any error in judgment of judgment made by a responsible an officer of the Owner TrusteeTrustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Trust Certificateholder, the Depositor, the Indenture Trustee, the DepositorAdministrative Agent, the Administrator Asset Representations Reviewer or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the principal of the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume be deemed to have assumed or incur incurred any liability, duty, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuing Entity or the Trust Estate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the AdministratorAsset Representations Reviewer, the Depositor or Administrative Agent, the Depositor[,] [or] the Indenture Trustee under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuing Entity or the Depositor under this Agreement or the other Basic Documents that are required to be performed by the Administrator Servicer under the Servicing Agreement or the Series LLC Agreement, the Administrative Agent under the Trust Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer Asset Representations Reviewer under the Sale and Servicing Asset Representations Review Agreement; and;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, Trust Certificateholder unless such Certificateholders Trust Certificateholder have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.;
(h) no provision of the Basic Documents shall be deemed to impose any duty or obligation on the Owner Trustee to take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Owner Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel);
(i) the Owner Trustee shall not be deemed to have knowledge of any breach of any representation or warranty, or other event unless the Owner Trustee has received written notice thereof in accordance with the provisions of this Agreement; provided that, for the avoidance of doubt, receipt by the Owner Trustee of a Review Report shall not constitute actual or constructive knowledge of any breach of a representation or warranty;
(j) the Owner Trustee shall not be personally liable for (x) special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the reasonable control of the Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, epidemic or pandemic, quarantine, shelter in place or similar directive, guidance, policy or other action by any governmental authorities and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; and
(k) the Owner Trustee shall not be obligated to monitor, supervise or enforce the performance of the Depositor or NMAC under the Basic Documents, except as otherwise expressly specified herein and in the other Basic Documents; and
(l) It shall be the Depositor’s duty and not the Owner Trustee’s duty or responsibility to cause the Trust to comply with, respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other similar proceeding or inquiry relating in any way to the Issuing Entity, its assets or the conduct of its business. In the event that the Owner Trustee receives any notice of such proceeding or inquiry, the Owner Trustee shall promptly give such notice to the Depositor and the Trust Certificateholders. The Owner Trustee hereby agrees to cooperate and to comply with any reasonable request made by the Depositor and the Trust Certificateholders or their respective designees for the delivery of information or documents to such party in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other similar proceeding or inquiry. 21 (NALT 20[●]-[●] Amended and Restated Trust Agreement)
Appears in 1 contract
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this AgreementAgreement and the Transaction Documents. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Transaction Documents and this Agreement and the other Basic Documents to which the Owner Trustee is a partyAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 below expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the execution, delivery, authentication and performance by the Owner Trustee shall of this Agreement will not be liable require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to to, any action taken governmental authority or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Serviceragency;
(c) no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Transaction Documents, other than the certificate of authentication on the CertificatesOwnership Interest, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder Noteholder, to the Transferor or to any Certificateholder, other than as expressly provided for herein and in the other Basic Transaction Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the ServicerSeller, the AdministratorIndenture Trustee, the Depositor or the Indenture Trustee Servicer under any of the Basic Transaction Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or Indenture, the Servicer under the Sale and Servicing Agreement; and, the Administrator or [ ] under the Administration Agreement or the Registrar or any Paying Agent hereunder;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Transaction Document, at the request, order or direction of any of the CertificateholdersTransferor, unless such Certificateholders have Transferor has offered to the Owner Trustee reasonable 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 in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act; and.
(h) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Insurer, the Depositor or any Owner to the extent such action or direction is permitted by the Transaction Documents.
Appears in 1 contract
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this AgreementAgreement and the Transaction Documents. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Transaction Documents and this Agreement and the other Basic Documents to which the Owner Trustee is a partyAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.3 below expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the execution, delivery, authentication and performance by the Owner Trustee shall of this Agreement will not be liable require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to to, any action taken governmental authority or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Serviceragency;
(c) no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Transaction Documents, other than the certificate of authentication on the CertificatesOwnership Interest, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder Noteholder, to the Transferor or to any Certificateholder, other than as expressly provided for herein and in the other Basic Transaction Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor Indenture Trustee or the Indenture Trustee Master Servicer under any of the Basic Transaction Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or Indenture, the Depositor or the Master Servicer under the Sale and Servicing Agreement; and, the Administrator or [ ] under the Administration Agreement or the Registrar or any Paying Agent hereunder;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Transaction Document, at the request, order or direction of any of the CertificateholdersTransferor, unless such Certificateholders have Transferor has offered to the Owner Trustee reasonable 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 in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act; and
(h) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of [the Insurer,] the Depositor or any Owner to the extent such action or direction is permitted by the Transaction Documents.
Appears in 1 contract
Sources: Trust Agreement (Household Mortgage Funding Corp Iii)
Acceptance of Trusts and Duties. The Owner Trustee accepts ------------------------------- the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Issuer or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly 7.03 made by the Owner Trustee. In particular, but not by way of limitation (limitation, and subject to the exceptions set forth in the preceding sentence)::
(a) the Owner Trustee shall not be liable for any error in judgment of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Trust Certificateholder, the Transferor (as holder of the Subordinated Notes), the Indenture Trustee, the DepositorTransferor, the Administrator or the Servicer;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the CertificatesTrust Certificates and the Subordinated Notes, and the Owner Trustee shall in no event assume be deemed to have assumed or incur incurred any liability, duty, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuer or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default misfeasance, malfeasance or misconduct nonfeasance of the Servicer, the Administrator, the Depositor Transferor or the Indenture Trustee under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuer or the Transferor under this Agreement or the other Basic Documents that are required to be performed by the Servicer under the Servicing Agreement or the SUBI Trust Agreement, the Transferor under the Program Operating Lease, the Administrator under the Issuer Administration Agreement, Agreement or the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing AgreementIndenture; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, Trust Certificateholders or the Subordinated Noteholder unless such Trust Certificateholders or the Subordinated Noteholder have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 1 contract
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate Assets upon the terms of the Transaction Documents and this Agreement and the other Basic Documents to which the Owner Trustee is a partyAgreement. The Owner Trustee shall not be personally answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence in the performance of its duties or the omission to perform any such duties or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 6.03 expressly made by the Owner TrusteeTrustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be personally liable for any error of judgment made in good faith by a responsible officer Trust Officer of the Owner Trustee;
(b) the Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the ServicerTransferor;
(c) no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any personal financial liability in the exercise or performance of any of its duties, rights or powers hereunder or under any other Basic Document Transaction Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to itit (as such and in its individual capacity);
(d) under no circumstances shall the Owner Trustee be personally liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for Agreement, the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust EstateAssets, the Transaction Documents, the Notes or for or in respect the Certificates other than the genuineness of the validity or sufficiency of the other Basic Documents, other than Owner Trustee’s signature on the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any personal liability, duty, or obligation to any Noteholder or to the Owner or any Certificateholderother Person, other than as expressly provided for herein and in the other Basic Transaction Documents;
(f) the Owner Trustee shall not be personally liable for the default or misconduct of the ServicerTransferor, the Administrator, the Depositor or Servicer, the Indenture Trustee or any other Person under any of the Basic Transaction Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Transaction Documents that are required to be performed by the Transferor under this Agreement, the Administrator under the Administration Agreement, Agreement or the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; andIndenture;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Transaction Document, at the request, order or direction of any of the CertificateholdersTransferor, unless such Certificateholders have the Transferor has offered to the Owner Trustee reasonable (as such and in its individual capacity) 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 in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable or personally liable to any Person for any such act other than liability to the Trust and the beneficial owners of the Trust for its own gross negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act or the omission to perform any such act; and
(h) notwithstanding anything contained herein to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the registration with, licensing by or the taking of any other similar action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware by or with respect to the Owner Trustee (as such and in its individual capacity); (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee (as such and in its individual capacity); or (iii) subject the Owner Trustee (as such and in its individual capacity) to personal jurisdiction in any jurisdiction other than the State of Delaware (or any other jurisdiction in which it is already subject to personal jurisdiction) for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of the Transferor) to determine whether any action required to be taken pursuant to this Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that said counsel advises the Owner Trustee that such action will result in such consequences, the Transferor shall appoint an additional trustee pursuant to Section 9.05 hereby to proceed with such action.
Appears in 1 contract
Sources: Trust Agreement (Cabela's Credit Card Master Note Trust)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Issuer or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 expressly 7.03 made by the Owner Trustee. In particular, but not by way of limitation (limitation, and subject to the exceptions set forth in the preceding sentence)::
(a) the Owner Trustee shall not be liable for any error in judgment of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Trust Certificateholder, the Transferor (as holder of the Subordinated Notes), the Indenture Trustee, the DepositorTransferor, the Administrator or the ServicerAdministrative Agent;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the CertificatesTrust Certificates and the Subordinated Notes, and the Owner Trustee shall in no event assume be deemed to have assumed or incur incurred any liability, duty, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuer or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default misfeasance, malfeasance or misconduct nonfeasance of the ServicerAdministrative Agent, the Administrator, the Depositor Transferor or the Indenture Trustee under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuer or the Transferor under this Agreement or the other Basic Documents that are required to be performed by the Administrative Agent under the Administration Agreement or the SUBI Trust Agreement, the Transferor under the Program Operating Lease, the Administrator under the Issuer Administration Agreement, Agreement or the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing AgreementIndenture; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, Trust Certificateholders or the Subordinated Noteholder unless such Trust Certificateholders or the Subordinated Noteholder have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act.
Appears in 1 contract
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Owner Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the and this Owner Trustee is a partyTrust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, negligence or bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicer;
(c) no No provision of this Owner Trust Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(db) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(ec) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Owner Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the other Basic Documents, the Notes, the Certificate, other than the certificate of authentication on the CertificatesCertificate, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any the Certificateholder, other than as expressly provided for herein and or expressly agreed to in the other Basic Documents;
(fd) The execution, delivery, authentication and performance by it of this Owner Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(e) The Owner Trustee shall not be liable for the default or misconduct of the ServicerDepositor, the Administrator, the Depositor Indenture Trustee or the Indenture Trustee Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Owner Trust Agreement or the other Basic Documents that are required to be performed by the Indenture Trustee under the Indenture, the Seller under the Loan Purchase Agreement, the Servicer under the Servicing Agreement or the Seller or the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; and
(gf) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Owner Trust Agreement, or to institute, conduct or defend any litigation under this Owner Trust Agreement or otherwise or in relation to this Owner Trust Agreement or any other Basic Document, at the request, order or direction of any of the CertificateholdersCertificateholder, unless such Certificateholders have the Certificateholder has offered to the Owner Trustee reasonable 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 Owner Trust Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its willful misconductnegligence, bad faith or negligence willful misconduct in the performance of any such act.
Appears in 1 contract
Sources: Owner Trust Agreement (Credit Suisse First Boston Mor Ac Corp CSFB Abs Tr 2002 Hi23)
Acceptance of Trusts and Duties. The Owner Delaware Trustee accepts the trusts appointment as trustee of the Trust hereby created and agrees to perform its duties hereunder with respect to such trusts appointment but only upon the terms of this Agreement. The Owner Delaware Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents to which the Owner Trustee is a partyDocuments. The Owner Delaware Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.9 7.03 expressly made by the Owner Delaware Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Delaware Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Delaware Trustee;
(b) the Owner Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction or instructions of any Certificateholderthe Sponsor, the Indenture TrusteeIssuer Administrator, the Depositor, the Administrator or the ServicerCertificateholder(s);
(c) no provision of this Agreement or any other Basic Document shall require the Owner Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Delaware Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or amounts payable or distributable on the CertificatesNotes;
(e) the Owner Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Delaware Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;
(f) the Owner Delaware Trustee shall not be liable for the action or inaction, default or misconduct of the ServicerEligible Lender Trustee, the Issuer Administrator, the Depositor Seller, the Trustee or the Indenture Trustee any Servicer under any of the other Basic Documents or otherwise and the Owner Delaware Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Issuer Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the any Servicer under the Sale and any Servicing Agreement; and;
(g) the Owner Delaware Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such the Certificateholders have offered to the Owner Delaware Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Delaware Trustee therein or thereby. The right of the Owner Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Delaware Trustee shall not be answerable for other than its gross negligence or willful misconduct, bad faith or negligence misconduct in the performance of any such act; and
(h) Notwithstanding anything to the contrary herein or in any other document, the Delaware Trustee shall not be required to execute, deliver or certify on behalf of the Trust, the Servicer, the Sponsor or any other Person any filings, certificates, affidavits or other instruments required by the SEC or required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. Notwithstanding any Person's right to instruct the Delaware Trustee, neither the Delaware Trustee nor any agent, employee, director or officer of the Delaware Trustee shall have any obligation to execute any certificates or other documents required by the SEC or required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the rules and regulations promulgated thereunder, and the refusal to comply with any such instructions shall not constitute a default or breach under this Agreement or any other document in connection herewith.
Appears in 1 contract