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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee. (b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer. (c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder. (d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction. (e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing. (f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents. (g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party. (h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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. (i) 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 Residual Interestholder, the Servicer or the Administrator. (j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act. (k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder. (l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 6 contracts
Sources: Trust Agreement (Santander Drive Auto Receivables Trust 2010-3), Trust Agreement (Santander Drive Auto Receivables Trust 2010-3), Trust Agreement (Santander Drive Auto Receivables Trust 2010-2)
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank ▇▇▇▇▇ Fargo in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank ▇▇▇▇▇ Fargo to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any Transaction Document shall not be answerable for other than for its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 6 contracts
Sources: Trust Agreement (Santander Drive Auto Receivables Trust 2013-1), Trust Agreement (Santander Drive Auto Receivables Trust 2013-1), Trust Agreement (Santander Drive Auto Receivables Trust 2012-3)
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche U.S. Bank in its individual capacity, (iii) for liabilities arising from the failure of Deutsche U.S. Bank to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any Transaction Document shall not be answerable for other than for its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 6 contracts
Sources: Trust Agreement (Santander Drive Auto Receivables LLC), Trust Agreement (Santander Drive Auto Receivables LLC), Trust Agreement (Santander Drive Auto Receivables Trust 2012-1)
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank Wilmington Trust Company in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust Company to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 6 contracts
Sources: Trust Agreement (Capital One Prime Auto Receivables Trust 2006-1), Trust Agreement (Capital One Auto Finance Trust 2005-B-Ss), Trust Agreement (Capital One Prime Auto Receivables Trust 2004-3)
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank Wilmington Trust Company in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust Company to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Note Insurer, the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Note Insurer, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual InterestholderInterestholder or the Note Insurer, unless such Residual Interestholder or the Note Insurer has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 4 contracts
Sources: Trust Agreement (Capital One Auto Receivables LLC), Trust Agreement (Capital One Auto Finance Trust 2005-D), Trust Agreement (Capital One Auto 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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.6 expressly made by Deutsche Bank Citibank in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank Citibank to perform obligations expressly undertaken by it in the second to last 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 the exemptions exceptions set forth in the preceding sentence):) of the foregoing:
(a) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by any officer of its officers or employee of employees unless it is proved that such Persons were grossly negligent in ascertaining the Owner Trustee.pertinent facts;
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance exercise of any of the Owner Trustee’s duties its rights or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.;
(ec) Under no circumstance circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.Issuer; and
(fd) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be personally responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 for the due execution hereof by any Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for Person other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 4 contracts
Sources: Trust Agreement (Huntington Auto Trust 2016-1), Trust Agreement (Huntington Auto Trust 2016-1), Trust Agreement (Huntington Auto Trust 2015-1)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its express duties hereunder with respect to such trusts but only upon the terms of this Agreement. To the fullest extent permitted by law, neither the Owner Trustee nor any of its officers, directors, employees, agents or affiliates shall have any implied duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Issuer, which implied duties and liabilities are hereby eliminated. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Owner Trustee shall be subject to the provisions of this Article. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee (including in its individual capacity) shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except for losses to the extent arising from (i) for its own willful misconduct, bad faith or gross negligencenegligence in the performance of its express duties hereunder, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.4 expressly made by Deutsche Bank Wilmington Trust, in its individual capacity, capacity or (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust to perform obligations expressly undertaken by it in the last sentence of Section 6.4 6.4, in each case as determined by a court of competent jurisdiction or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received otherwise agreed by the Owner TrusteeServicer and Wilmington Trust. In particular, but not by way of limitation (and subject to the exemptions set forth in the preceding sentence):
(a1) The Owner Trustee shall not be liable for any action taken, or error of judgment made made, in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c2) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual InterestholderCertificateholders.
(d3) No provision of this Agreement or any other Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties duties, obligations, rights, authority, authorization or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f4) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Certificate Registrar or the Certificate Paying Agent (when not the Owner Trustee) or by the Issuer, the Administrator, the Indenture Trustee or Trustee, the Servicer or any other Person, and the Owner Trustee shall not be liable for monitoring, performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Issuer, the Certificate Registrar, the Certificate Paying Agent, the Administrator, the Indenture Trustee or Trustee, the Servicer or any other Person under such documentsdocuments and may conclusively assume performance of the same absent written notice to the contrary received by a Responsible Officer of the Owner Trustee.
(g5) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity validity, sufficiency or sufficiency enforceability of this Agreement, the Notes or the Certificates or for the due execution hereof by the Seller Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity validity, sufficiency or sufficiency enforceability of the Transaction Documents Documents, the Notes or the Certificates or any other document contemplated hereby or thereby to which the Owner Trustee is not a partyparty in its individual capacity.
(h6) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i7) 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 Residual InterestholderMajority Certificateholders (or Certificateholders other than the Majority Certificateholders pursuant to Section 3.7(a) of the Purchase Agreement), the Servicer Servicer, the Depositor or the Administrator.
(j) 8) The Owner Trustee shall not be under no any duty to exercise any of the rights rights, authority or powers vested in it by this Agreement, or to institute, conduct or defend any investigation, proceeding or litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or written direction of the Residual InterestholderCertificateholders, unless such Residual Interestholder has Certificateholders have offered to provide to the Owner TrusteeTrustee (including in its individual capacity), to the extent requested by the Owner Trustee, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee (as such and in its individual capacity) therein or thereby. The permissive right of the Owner Trustee to perform any discretionary act or exercise any privilege enumerated in this Agreement or in any other Transaction Document shall not be answerable construed as a duty. The Owner Trustee shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any other Transaction Document other than for its own gross negligence, bad faith or willful misconduct in the performance of any such act.
(k9) All Any funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account account, and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual InterestholderCertificateholders or any other Person.
(l10) The Owner Trustee shall not be deemed to have actual knowledge of, and, to the extent required hereunder to act, shall not be required to act upon (including the sending of any notice), any fact or event including any Default, Event of Default or Servicer Replacement Event unless a Responsible Officer of the Owner Trustee has received written notice of such fact or event and such notice references the Issuer or this Agreement. The Owner Trustee shall not be deemed to have actual or constructive knowledge of publicly available information or information contained in monthly distribution reports or other reports delivered under the Transaction Documents. Knowledge or information acquired by Wilmington Trust in its capacity as the Owner Trustee hereunder shall not be imputed to Wilmington Trust in any other role which it may have under any other Transaction Document or under any other document, nor shall it be imputed to any affiliate, line of business or other division of Wilmington Trust (and vice versa).
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder or under any Transaction Document for any indebtedness of the Issuer.
(c) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer or any other Person hereunder or under the other Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(d) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, including lost profits, or for losses due to forces beyond the control of the Owner Trustee, including, without limitation, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, epidemics or pandemics, quarantines, or shelter-in-place or any similar directive, guidance, policy or other action by any Governmental Authority and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the Owner Trustee; it being understood that the Owner Trustee shall use reasonable efforts which are consistent with accepted practice in the banking industry to resume performance as soon as practicable under the circumstances.
(e) In the event of the engagement of any accountants or other professionals hereunder or pursuant hereto including in connection with the performance of any agreed upon procedures or any audit related to the activities of the Issuer, the Owner Trustee shall not be liable for any claims, liabilities or expenses relating to such accountants’ or other professionals’ engagement or any report issued in connection with such engagement. Dissemination of any such report other than pursuant to the Transaction Documents or applicable law is subject to the consent of the accountants or other professionals.
(f) The Owner Trustee shall not be personally liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Article IV or Section 6.3 hereof.
(g) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be personally liable for any interest thereon.
Appears in 4 contracts
Sources: Trust Agreement (Bridgecrest Lending Auto Securitization Trust 2024-1), Trust Agreement (Bridgecrest Lending Auto Securitization Trust 2024-1), Trust Agreement (Bridgecrest Lending Auto Securitization Trust 2023-1)
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.6 expressly made by Deutsche Bank Wilmington Trust in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual InterestholderCertificateholders.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual InterestholderCertificateholders, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual InterestholderCertificateholders, unless such Residual Interestholder has Certificateholders have offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any Transaction Document shall not be answerable for other than for its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual InterestholderCertificateholders.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
(m) The Owner Trustee shall not be deemed to have actual knowledge of any fact or event unless a Responsible Officer of the Owner Trustee has received written notice of such fact or event.
Appears in 4 contracts
Sources: Trust Agreement (Santander Drive Auto Receivables Trust 2014-4), Trust Agreement (Santander Drive Auto Receivables Trust 2014-4), Trust Agreement (Santander Drive Auto Receivables LLC)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby h▇▇▇▇▇ created and agrees to perform its express duties hereunder with respect to such trusts but only upon the terms of this Agreement. To the fullest extent permitted by law, neither the Owner Trustee nor any of its officers, directors, employees, agents or affiliates shall have any implied duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Issuer, which implied duties and liabilities are hereby eliminated. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Owner Trustee shall be subject to the provisions of this Article. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee (including in its individual capacity) shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except for losses to the extent arising from (i) for its own willful misconduct, bad faith or gross negligencenegligence in the performance of its express duties hereunder, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.4 expressly made by Deutsche Bank Wilmington Trust in its individual capacity, capacity or (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust to perform obligations expressly undertaken by it in the last sentence of Section 6.4 6.4, in each case as determined by a court of competent jurisdiction or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received otherwise agreed by the Owner TrusteeServicer and Wilmington Trust. In particular, but not by way of limitation (and subject to the exemptions set forth in the preceding sentence):
(a1) The Owner Trustee shall not be liable for any action taken, or error of judgment made made, in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c2) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual InterestholderCertificateholders.
(d3) No provision of this Agreement or any other Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties duties, obligations, rights, authority, authorization or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f4) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Certificate Registrar or the Certificate Paying Agent (when not the Owner Trustee) or by the Issuer, the Administrator, the Indenture Trustee or Trustee, the Servicer or any other Person, and the Owner Trustee shall not be liable for monitoring, performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Issuer, the Certificate Registrar, the Certificate Paying Agent, the Administrator, the Indenture Trustee or Trustee, the Servicer or any other Person under such documentsdocuments and may conclusively assume performance of the same absent written notice to the contrary received by a Responsible Officer of the Owner Trustee.
(g5) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity validity, sufficiency or sufficiency enforceability of this Agreement, the Notes or the Certificates or for the due execution hereof by the Seller Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity validity, sufficiency or sufficiency enforceability of the Transaction Documents Documents, the Notes or the Certificates or any other document contemplated hereby or thereby to which the Owner Trustee is not a partyparty in its individual capacity.
(h6) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i7) 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 Residual InterestholderMajority Certificateholders (or Certificateholders other than the Majority Certificateholders pursuant to Section 3.7(a) of the Purchase Agreement), the Servicer Servicer, the Depositor or the Administrator.
(j) 8) The Owner Trustee shall not be under no any duty to exercise any of the rights rights, authority or powers vested in it by this Agreement, or to institute, conduct or defend any investigation, proceeding or litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or written direction of the Residual InterestholderCertificateholders, unless such Residual Interestholder has Certificateholders have offered to provide to the Owner TrusteeTrustee (including in its individual capacity), to the extent requested by the Owner Trustee, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee (as such and in its individual capacity) therein or thereby. The permissive right of the Owner Trustee to perform any discretionary act or exercise any privilege enumerated in this Agreement or in any other Transaction Document shall not be answerable construed as a duty. The Owner Trustee shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any other Transaction Document other than for its own gross negligence, bad faith or willful misconduct in the performance of any such act.
(k9) All Any funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account account, and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual InterestholderCertificateholders or any other Person.
(l10) The Owner Trustee shall not be deemed to have actual knowledge of, and, to the extent required hereunder to act, shall not be required to act upon (including the sending of any notice), any fact or event including any Default, Event of Default or Servicer Replacement Event unless a Responsible Officer of the Owner Trustee has received written notice of such fact or event and such notice references the Issuer or this Agreement. The Owner Trustee shall not be deemed to have actual or constructive knowledge of publicly available information or information contained in monthly distribution reports or other reports delivered under the Transaction Documents. Knowledge or information acquired by Wilmington Trust in its capacity as the Owner Trustee hereunder shall not be imputed to Wilmington Trust in any other role which it may have under any other Transaction Document or under any other document, nor shall it be imputed to any affiliate, line of business or other division of Wilmington Trust (and vice versa).
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder or under any Transaction Document for any indebtedness of the Issuer.
(c) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer or any other Person hereunder or under the other Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(d) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, including lost profits, or for losses due to forces beyond the control of the Owner Trustee, including, without limitation, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, epidemics or pandemics, quarantines, or shelter-in-place or any similar directive, guidance, policy or other action by any Governmental Authority and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the Owner Trustee; it being understood that the Owner Trustee shall use reasonable efforts which are consistent with accepted practice in the banking industry to resume performance as soon as practicable under the circumstances.
(e) In the event of the engagement of any accountants or other professionals hereunder or pursuant hereto including in connection with the performance of any agreed upon procedures or any audit related to the activities of the Issuer, the Owner Trustee shall not be liable for any claims, liabilities or expenses relating to such accountants’ or other professionals’ engagement or any report issued in connection with such engagement. Dissemination of any such report other than pursuant to the Transaction Documents or applicable law is subject to the consent of the accountants or other professionals.
(f) The Owner Trustee shall not be personally liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Article IV or Section 6.3 hereof.
(g) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be personally liable for any interest thereon.
Appears in 3 contracts
Sources: Trust Agreement (Bridgecrest Lending Auto Securitization Trust 2025-4), Trust Agreement (Bridgecrest Lending Auto Securitization Trust 2025-2), Trust Agreement (Bridgecrest Lending Auto Securitization Trust 2025-2)
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank Wilmington Trust Company in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust Company to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Note Insurer, the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Note Insurer, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual InterestholderInterestholder or the Note Insurer, unless such Residual Interestholder or the Note Insurer has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 3 contracts
Sources: Trust Agreement (Capital One Auto Receivables LLC), Trust Agreement (Capital One Auto Receivables LLC), Trust Agreement (Capital One Auto Finance Trust 2007-C)
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank Wilmington Trust Company in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust Company to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 3 contracts
Sources: Trust Agreement (Capital One Prime Auto Receivables Trust 2006-2), Trust Agreement (Capital One Prime Auto Receivables Trust 2007-1), Trust Agreement (Capital One Prime Auto Receivables Trust 2007-2)
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank Wilmington Trust Company in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust Company to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Note Insurer, the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Note Insurer, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual InterestholderInterestholder or the Note Insurer, unless such Residual Interestholder or the Note Insurer has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 3 contracts
Sources: Trust Agreement (Capital One Auto Finance Trust 2004-A), Trust Agreement (Capital One Auto Finance Trust 2005-A), Trust Agreement (Capital One Auto 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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.4 expressly made by Deutsche Bank Wilmington Trust in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual InterestholderCertificateholders.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Certificate Registrar or the Certificate Paying Agent (when not the Owner Trustee) or by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Certificate Registrar, the Certificate Paying Agent, the Administrator, the Indenture Trustee or Trustee, the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.. 30 Amended and Restated Trust Agreement (SDART 2017-3)
(i) 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 Residual InterestholderCertificateholders, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual InterestholderCertificateholders, unless such Residual Interestholder has Certificateholders have offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any Transaction Document shall not be answerable for other than for its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual InterestholderCertificateholders.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
(m) The Owner Trustee shall not be deemed to have actual knowledge of any fact or event unless a Responsible Officer of the Owner Trustee has received written notice of such fact or event.
Appears in 2 contracts
Sources: Trust Agreement (Santander Drive Auto Receivables LLC), Trust Agreement (Santander Drive Auto Receivables LLC)
Acceptance of Trusts and Duties. The Owner Each 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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Each Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank Citibank, N.A. or Citicorp Trust Delaware, National Association, as applicable, in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank such Trustee to perform obligations expressly undertaken by it in the last fourth 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 such Trustee. In particular, but not by way of limitation (and subject to of the exemptions set forth in the preceding sentence):foregoing:
(ai) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by any officer of its officers or employee of employees unless it is proved that such persons were negligent in ascertaining the Owner Trustee.pertinent facts;
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(dii) No provision of this Agreement shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance exercise of any of the Owner Trustee’s duties its rights or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.;
(eiii) Under no circumstance circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.Issuer;
(fiv) 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;
(v) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be personally liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(gx) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect consequential or consequential damages punitive damages, however styled, including, without limitation, lost profits, (y) the acts or for omissions of any nominee, correspondent, clearing agency, securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the 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, God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided services;
(vi) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon. Money held in trust need not be segregated from all other funds except and to the extent required by law or the terms of this Agreement;
(vii) In no event will either 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 risk retention; and
(viii) 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 any Person other than the Owner Trustee.
Appears in 2 contracts
Sources: Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)
Acceptance of Trusts and Duties. The Owner Each 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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Each Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank Citibank, N.A. or Citicorp Trust Delaware, National Association, as applicable, in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank such Trustee to perform obligations expressly undertaken by it in the last fourth 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 such Trustee. In particular, but not by way of limitation (and subject to of the exemptions set forth in the preceding sentence):foregoing:
(ai) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by any officer of its officers or employee of employees unless it is proved that such persons were negligent in ascertaining the Owner Trustee.pertinent facts; 12 Amended & Restated Trust Agreement
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(dii) No provision of this Agreement shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance exercise of any of the Owner Trustee’s duties its rights or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.;
(eiii) Under no circumstance circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreementIssuer, document or certificate contemplated by the foregoing.and
(fiv) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be personally responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 for the due execution hereof by any Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for Person other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 2 contracts
Sources: Trust Agreement (Volkswagen Auto Loan Enhanced Trust 2013-2), Trust Agreement (Volkswagen Auto Loan Enhanced Trust 2013-2)
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.6 expressly made by Deutsche Bank ▇▇▇▇▇ Fargo in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank ▇▇▇▇▇ Fargo to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual InterestholderCertificateholders.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual InterestholderCertificateholders, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual InterestholderCertificateholders, unless such Residual Interestholder has Certificateholders have offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any Transaction Document shall not be answerable for other than for its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual InterestholderCertificateholders.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
(m) The Owner Trustee shall not be deemed to have actual knowledge of any fact or event unless a Responsible Officer of the Owner Trustee has received written notice of such fact or event.
Appears in 2 contracts
Sources: Trust Agreement (Santander Drive Auto Receivables LLC), Trust Agreement (Santander Drive Auto 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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.4 expressly made by Deutsche Bank Wilmington Trust in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual InterestholderCertificateholders.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Certificate Registrar or the Certificate Paying Agent (when not the Owner Trustee) or by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Certificate Registrar, the Certificate Paying Agent, the Administrator, the Indenture Trustee or Trustee, the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.. 30 Amended and Restated Trust Agreement (SDART 2018-5)
(i) 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 Residual InterestholderCertificateholders, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual InterestholderCertificateholders, unless such Residual Interestholder has Certificateholders have offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any Transaction Document shall not be answerable for other than for its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual InterestholderCertificateholders.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
(m) The Owner Trustee shall not be deemed to have actual knowledge of any fact or event unless a Responsible Officer of the Owner Trustee has received written notice of such fact or event.
Appears in 2 contracts
Sources: Trust Agreement (Santander Drive Auto Receivables Trust 2018-5), Trust Agreement (Santander Drive Auto Receivables Trust 2018-5)
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche U.S. Bank in its individual capacity, (iii) for liabilities arising from the failure of Deutsche U.S. Bank to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.. 13 Second Amended and Restated
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.. 14 Second Amended and Restated
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any Transaction Document shall not be answerable for other than for its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 2 contracts
Sources: Trust Agreement (Santander Drive Auto Receivables Trust 2012-2), Trust Agreement (Santander Drive Auto Receivables Trust 2012-2)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby h▇▇▇▇▇ created and agrees to perform its express duties hereunder with respect to such trusts but only upon the terms of this Agreement. To the fullest extent permitted by law, neither the Owner Trustee nor any of its officers, directors, employees, agents or affiliates shall have any implied duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Issuer, which implied duties and liabilities are hereby eliminated. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Owner Trustee shall be subject to the provisions of this Article. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee (including in its individual capacity) shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except for losses to the extent arising from (i) for its own willful misconduct, bad faith or gross negligencenegligence in the performance of its express duties hereunder, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.4 expressly made by Deutsche Bank Wilmington Trust in its individual capacity, capacity or (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust to perform obligations expressly undertaken by it in the last sentence of Section 6.4 6.4, in each case as determined by a court of competent jurisdiction or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received otherwise agreed by the Owner TrusteeServicer and Wilmington Trust. In particular, but not by way of limitation (and subject to the exemptions set forth in the preceding sentence):
(a1) The Owner Trustee shall not be liable for any action taken, or error of judgment made made, in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c2) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual InterestholderCertificateholders.
(d3) No provision of this Agreement or any other Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties duties, obligations, rights, authority, authorization or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.. 34 Amended and Restated Trust Agreement
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f4) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Certificate Registrar or the Certificate Paying Agent (when not the Owner Trustee) or by the Issuer, the Administrator, the Indenture Trustee or Trustee, the Servicer or any other Person, and the Owner Trustee shall not be liable for monitoring, performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Issuer, the Certificate Registrar, the Certificate Paying Agent, the Administrator, the Indenture Trustee or Trustee, the Servicer or any other Person under such documentsdocuments and may conclusively assume performance of the same absent written notice to the contrary received by a Responsible Officer of the Owner Trustee.
(g5) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity validity, sufficiency or sufficiency enforceability of this Agreement, the Notes or the Certificates or for the due execution hereof by the Seller Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity validity, sufficiency or sufficiency enforceability of the Transaction Documents Documents, the Notes or the Certificates or any other document contemplated hereby or thereby to which the Owner Trustee is not a partyparty in its individual capacity.
(h6) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i7) 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 Residual InterestholderMajority Certificateholders (or Certificateholders other than the Majority Certificateholders pursuant to Section 3.7(a) of the Purchase Agreement), the Servicer Servicer, the Depositor or the Administrator.
(j) 8) The Owner Trustee shall not be under no any duty to exercise any of the rights rights, authority or powers vested in it by this Agreement, or to institute, conduct or defend any investigation, proceeding or litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or written direction of the Residual InterestholderCertificateholders, unless such Residual Interestholder has Certificateholders have offered to provide to the Owner TrusteeTrustee (including in its individual capacity), to the extent requested by the Owner Trustee, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee (as such and in its individual capacity) therein or thereby. The permissive right of the Owner Trustee to perform any discretionary act or exercise any privilege enumerated in this Agreement or in any other Transaction Document shall not be answerable construed as a duty. The Owner Trustee shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any other Transaction Document other than for its own gross negligence, bad faith or willful misconduct in the performance of any such act.
(k9) All Any funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account account, and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual InterestholderCertificateholders or any other Person.
(l10) The Owner Trustee shall not be deemed to have actual knowledge of, and, to the extent required hereunder to act, shall not be required to act upon (including the sending of any notice), any fact or event including any Default, Event of Default or Servicer Replacement Event unless a Responsible Officer of the Owner Trustee has received written notice of such fact or event and such notice references the Issuer or this Agreement. The Owner Trustee shall not be deemed to have actual or constructive knowledge of publicly available information or information contained in monthly distribution reports or other reports delivered under the Transaction Documents. Knowledge or information acquired by Wilmington Trust in its capacity as the Owner Trustee hereunder shall not be imputed to Wilmington Trust in any other role which it may have under any other Transaction Document or under any other document, nor shall it be imputed to any affiliate, line of business or other division of Wilmington Trust (and vice versa).
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder or under any Transaction Document for any indebtedness of the Issuer.
(c) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer or any other Person hereunder or under the other Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(d) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, including lost profits, or for losses due to forces beyond the control of the Owner Trustee, including, without limitation, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, epidemics or pandemics, quarantines, or shelter-in-place or any similar directive, guidance, policy or other action by any Governmental Authority and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the Owner Trustee; it being understood that the Owner Trustee shall use reasonable efforts which are consistent with accepted practice in the banking industry to resume performance as soon as practicable under the circumstances.
(e) In the event of the engagement of any accountants or other professionals hereunder or pursuant hereto including in connection with the performance of any agreed upon procedures or any audit related to the activities of the Issuer, the Owner Trustee shall not be liable for any claims, liabilities or expenses relating to such accountants’ or other professionals’ engagement or any report issued in connection with such engagement. Dissemination of any such report other than pursuant to the Transaction Documents or applicable law is subject to the consent of the accountants or other professionals. 36 Amended and Restated Trust Agreement
(f) The Owner Trustee shall not be personally liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Article IV or Section 6.3 hereof.
(g) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be personally liable for any interest thereon.
Appears in 2 contracts
Sources: Trust Agreement (Bridgecrest Lending Auto Securitization Trust 2025-3), Trust Agreement (Bridgecrest Lending Auto Securitization Trust 2025-3)
Acceptance of Trusts and Duties. (a) 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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith misconduct or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche U.S. Bank Trust National Association, in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank the Owner Trustee to perform obligations expressly undertaken by it in the last fourth 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 exemptions set forth in the preceding sentence):foregoing:
(ai) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by any officer of its officers or employee employees unless it is proved that such persons were negligent in ascertaining the pertinent facts;
(ii) No provision of this Agreement or any other Transaction Document shall require the Owner Trustee.Trustee to expend or risk its personal funds or otherwise incur any financial liability in the exercise of its rights or powers hereunder or under any other Transaction Document;
(biii) Under no circumstances shall the Owner Trustee be personally liable hereunder for any representation, warranty, covenant, obligation or indebtedness of the Issuer.;
(civ) 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;
(v) The recitals and statements contained herein (other than the representations and warranties contained in Section 7.3 hereof) and in the Certificate (other than any signature of the Owner Trustee thereon) shall be taken as the statements of the Seller, and the Owner Trustee assumes no responsibility for the correctness thereof;
(vi) 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 payment acts or omissions of any tax imposed on nominee, correspondent, clearing agency or securities depository through which it holds the Issuer Trust’s securities or amounts that are includable in assets or (z) any losses due to forces beyond the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any control of the Owner Trustee’s duties , including, without limitation, strikes, work stoppages, acts of war or powers hereunderterrorism, if insurrection, revolution, pandemics, epidemics, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services;
(vii) All funds deposited with the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee hereunder may be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer held in a non-interest bearing trust account and the Owner Trustee shall not be liable for performing any interest thereon. Money held in trust need not be segregated from all other funds except and to the extent required by law or supervising the performance terms of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.;
(gviii) The Owner Trustee shall have no responsibility for preparing, filing or maintaining any trust licensing or qualifications to do business, securities law filing or tax filing, and 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 risk retention;
(ix) The Owner Trustee shall not be personally responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of this Agreement or for the Transaction Documents or due execution hereof by any Person other document contemplated thereby to which than the Owner Trustee is not a party.Trustee;
(hx) Notwithstanding anything contained herein or in any of the Transaction Documents to the contrary, neither U.S. Bank Trust National Association (or any successor thereto) nor 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 will, even after the appointment of a co-trustee or separate trustee in accordance with Section 10.5 hereof, (i) require the consent or approval or authorization or order of registration with, licensing by or the giving of notice to, or the registration with or taking of any other similar action in respect of, any state State or other governmental authority or agency of any jurisdiction other than the State of DelawareDelaware 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 Delaware becoming payable by the Owner TrusteeTrustee (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 Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby.
U.S. Bank Trust National Association (i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order successor thereto) or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to as the extent requested by the Owner Trusteecase may be, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. contemplated hereby;
(xi) The permissive right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.; and
(kxii) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the The Owner Trustee shall not be liable for the failure to perform any interest thereon or for any loss as duty if such failure is a result of the investment thereof at the direction of the Residual Interestholderanother party failing to perform their responsibilities under this Agreement or any Transaction Document.
(lb) In no event 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; provided, that, the Owner Trustee be liable hereby agrees to cooperate with the Administrator and to comply with any reasonable request made by the Administrator for any damages the delivery of information or documents to the Administrator in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the control of the Owner Trustee’s actual possession relating to any such regulatory, includingadministrative, without limitationgovernmental, strikes, work stoppages, acts of war investigative or terrorism, insurrection, revolution, nuclear other proceeding or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the Owner Trusteeinquiry.
Appears in 2 contracts
Sources: Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Volkswagen Auto Lease/Loan Underwritten 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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank Wilmington Trust Company in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust Company to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Note Insurer, the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Note Insurer, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual InterestholderInterestholder or the Note Insurer, unless such Residual Interestholder or the Note Insurer has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 2 contracts
Sources: Trust Agreement (Capital One Auto Receivables LLC), Trust Agreement (Capital One Auto 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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.4 expressly made by Deutsche Bank Wilmington Trust in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual InterestholderCertificateholders.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.. 29 Amended and Restated
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Certificate Registrar or the Certificate Paying Agent (when not the Owner Trustee) or by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Certificate Registrar, the Certificate Paying Agent, the Administrator, the Indenture Trustee or Trustee, the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual InterestholderCertificateholders, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual InterestholderCertificateholders, unless such Residual Interestholder has Certificateholders have offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any Transaction Document shall not be answerable for other than for its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual InterestholderCertificateholders.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
(m) The Owner Trustee shall not be deemed to have actual knowledge of any fact or event unless a Responsible Officer of the Owner Trustee has received written notice of such fact or event.
Appears in 2 contracts
Sources: Trust Agreement (Santander Drive Auto Receivables LLC), Trust Agreement (Santander Drive Auto Receivables Trust 2017-2)
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 moneys actually received by it constituting part of the Trust Estate upon the in accordance with terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (ia) for its own willful misconduct, bad faith or gross negligence, (iib) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank [ ] in its individual capacity, (iiic) for liabilities arising from the failure of Deutsche Bank [ ] to perform obligations expressly undertaken by it in the last sentence of Section 6.4 or (ivd) 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 exemptions set forth in the preceding sentence):
(ai) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(bii) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(ciii) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual InterestholderCertificateholder.
(div) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its the Owner Trustee’s reasonable satisfaction.
(ev) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(fvi) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Sale Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the AdministratorIndenture Trustee, the Indenture Trustee or the Servicer or any other Person under such documents.
(gvii) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(hviii) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority 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 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.
(iix) 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 Residual Interestholder, the Servicer Certificateholder or the AdministratorServicer.
(jx) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual InterestholderCertificateholder, unless such Residual Interestholder Certificateholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(kxi) All Notwithstanding anything to the contrary herein, all funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual InterestholderCertificateholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 2 contracts
Sources: Trust Agreement (Bank of America Auto Receivables Securitization, LLC), Trust Agreement (Bank of America Auto Receivables Securitization, 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 moneys actually received by it constituting part of the Trust Estate upon the in accordance with terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (ia) for its own willful misconduct, bad faith or gross negligence, (iib) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank Wilmington Trust in its individual capacity, (iiic) for liabilities arising from the failure of Deutsche Bank Wilmington Trust to perform obligations expressly undertaken by it in the last sentence of Section 6.4 or (ivd) 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 exemptions set forth in the preceding sentence):
(ai) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(bii) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(ciii) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual InterestholderCertificateholder.
(div) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its the Owner Trustee’s reasonable satisfaction.
(ev) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(fvi) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Sale Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the AdministratorIndenture Trustee, the Indenture Trustee or the Servicer or any other Person under such documents.
(gvii) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(hviii) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority 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 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.
(iix) 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 Residual Interestholder, the Servicer Certificateholder or the AdministratorServicer.
(jx) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual InterestholderCertificateholder, unless such Residual Interestholder Certificateholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(kxi) All Notwithstanding anything to the contrary herein, all funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual InterestholderCertificateholder.
(lxii) In no event shall the The Owner Trustee shall not be liable for any damages errors in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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, Monthly Servicer Report and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the Owner Trusteeassumes no responsibility therefor.
Appears in 2 contracts
Sources: Trust Agreement (Bank of America Auto Trust 2012-1), Trust Agreement (Bank of America Auto Trust 2012-1)
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.4 expressly made by Deutsche Bank Wilmington Trust in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual InterestholderCertificateholders.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Certificate Registrar or the Certificate Paying Agent (when not the Owner Trustee) or by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Certificate Registrar, the Certificate Paying Agent, the Administrator, the Indenture Trustee or Trustee, the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.. 30 Amended and Restated Trust Agreement (SDART 2018-4)
(i) 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 Residual InterestholderCertificateholders, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual InterestholderCertificateholders, unless such Residual Interestholder has Certificateholders have offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any Transaction Document shall not be answerable for other than for its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual InterestholderCertificateholders.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
(m) The Owner Trustee shall not be deemed to have actual knowledge of any fact or event unless a Responsible Officer of the Owner Trustee has received written notice of such fact or event.
Appears in 2 contracts
Sources: Trust Agreement (Santander Drive Auto Receivables Trust 2018-4), Trust Agreement (Santander Drive Auto Receivables Trust 2018-4)
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.4 expressly made by Deutsche Bank Wilmington Trust in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.Certificateholders. 29 Amended and Restated Trust Agreement (SDART 2018-2)
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Certificate Registrar or the Certificate Paying Agent (when not the Owner Trustee) or by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Certificate Registrar, the Certificate Paying Agent, the Administrator, the Indenture Trustee or Trustee, the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual InterestholderCertificateholders, the Servicer or the Administrator.. 30 Amended and Restated Trust Agreement (SDART 2018-2)
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual InterestholderCertificateholders, unless such Residual Interestholder has Certificateholders have offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any Transaction Document shall not be answerable for other than for its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual InterestholderCertificateholders.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
(m) The Owner Trustee shall not be deemed to have actual knowledge of any fact or event unless a Responsible Officer of the Owner Trustee has received written notice of such fact or event.
Appears in 2 contracts
Sources: Trust Agreement (Santander Drive Auto Receivables LLC), Trust Agreement (Santander Drive Auto 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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche U.S. Bank in its individual capacity, (iii) for liabilities arising from the failure of Deutsche U.S. Bank to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.. 13 Amended and Restated
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any Transaction Document shall not be answerable for other than for its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 2 contracts
Sources: Trust Agreement (Santander Drive Auto Receivables Trust 2012-5), Trust Agreement (Santander Drive Auto Receivables Trust 2012-5)
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.6 expressly made by Deutsche U.S. Bank in its individual capacity, (iii) for liabilities arising from the failure of Deutsche U.S. Bank to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual InterestholderCertificateholders.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual InterestholderCertificateholders, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual InterestholderCertificateholders, unless such Residual Interestholder has Certificateholders have offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any Transaction Document shall not be answerable for other than for its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual InterestholderCertificateholders.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
(m) The Owner Trustee shall not be deemed to have actual knowledge of any fact or event unless a Responsible Officer of the Owner Trustee has received written notice of such fact or event.
Appears in 2 contracts
Sources: Trust Agreement (Santander Drive Auto Receivables LLC), Trust Agreement (Santander Drive Auto Receivables LLC)
Acceptance of Trusts and Duties. (a) 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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith misconduct or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche U.S. Bank Trust National Association, in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank the Owner Trustee to perform obligations expressly undertaken by it in the last fourth 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 exemptions set forth in the preceding sentence):foregoing:
(ai) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by any officer of its officers or employee of employees unless it is proved that such persons were negligent in ascertaining the Owner Trustee.pertinent facts;
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(dii) No provision of this Agreement shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance exercise of any of the Owner Trustee’s duties its rights or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.;
(eiii) Under no circumstance circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.Issuer;
(fiv) 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;
(v) 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 control of the Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, pandemics, epidemics, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services;
(vi) All funds deposited with respect to any action taken or omitted to the Owner Trustee hereunder may be taken by the Administrator, the Indenture Trustee or the Servicer held in a non-interest bearing trust account and the Owner Trustee shall not be liable for performing any interest thereon. Money held in trust need not be segregated from all other funds except and to the extent required by law or supervising the performance terms of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.;
(gvii) The Owner Trustee shall have no responsibility for preparing, filing or maintaining any trust licensing or qualifications to do business, securities law filing or tax filing, and 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 risk retention;
(viii) The Owner Trustee shall not be personally responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of this Agreement or for the Transaction Documents or due execution hereof by any Person other document contemplated thereby to which than the Owner Trustee is not a party.Trustee;
(hix) Notwithstanding anything contained herein or in any of the Transaction Documents 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 will, even after the appointment of a co-trustee or separate trustee in accordance with Section 10.5 hereof, (i) require the consent or approval or authorization or order of registration with, licensing by or the giving of notice to, or the registration with or taking of any other similar action in respect of, any state State or other governmental authority or agency of any jurisdiction other than the State of DelawareDelaware 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 Delaware becoming payable by the Owner TrusteeTrustee (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 Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby.;
(ix) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The permissive right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.; and
(kxi) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the The Owner Trustee shall not be liable for the failure to perform any interest thereon or for any loss as duty if such failure is a result of the investment thereof at the direction of the Residual Interestholderanother party failing to perform their responsibilities under this Agreement or any Transaction Document.
(lb) In no event 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; provided, that, the Owner Trustee be liable hereby agrees to cooperate with the Administrator and to comply with any reasonable request made by the Administrator for any damages the delivery of information or documents to the Administrator in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the control of the Owner Trustee’s actual possession relating to any such regulatory, includingadministrative, without limitationgovernmental, strikes, work stoppages, acts of war investigative or terrorism, insurrection, revolution, nuclear other proceeding or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the Owner Trusteeinquiry.
Appears in 2 contracts
Sources: Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Volkswagen Auto Lease/Loan Underwritten 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 trusts, but only upon the terms of this AgreementAgreement and the Operative Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Operative Documents and this Agreement. The Owner Trustee Trustee, in its capacity as Owner Trustee, shall not be personally liable answerable or accountable hereunder or under any Transaction Operative Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrarycircumstances, except (i) for its own willful misconduct, gross negligence or bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.03 expressly made by Deutsche Bank the Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank to perform obligations expressly undertaken by it in the last 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 the exemptions 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 any officer or employee a Trust Officer of the Owner Trustee.;
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual InterestholderAdministrator or any Owner;
(c) No provision of this Agreement or any Operative 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 Operative 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 Operative Documents, including the principal of and interest on the Notes;
(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, for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Operative 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 Owner, other than as expressly provided for herein or expressly agreed to in the Operative Documents;
(f) The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Master Servicer, the Depositor or the Indenture Trustee under any of the Operative 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 Operative Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Seller, the Depositor, the Master Servicer or the Administrator.Indenture Trustee under the Transfer and Servicing Agreement; and
(jg) The Owner Trustee shall be under no duty 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 Transaction Operative Document, at the request, order or written direction of any of the Residual InterestholderOwners, unless such Residual Interestholder has Owners have offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or therebythereby (provided, that if an Owner is an institutional investor with a rating of at least investment grade from a nationally recognized statistical rating organization (or nominee of such institutional investor), the unsecured agreement of indemnity of such institutional investor shall be deemed satisfactory for such purpose). The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Transaction Operative Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(kh) All funds deposited with In the absence of direction from the Owners, the Owner Trustee hereunder may be held shall, in a non-interest bearing account and conjunction with the Administrator, or, in the absence of action by the Administrator, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Administrator determines is necessary or, in the absence of action by the Administrator, as the Owner Trustee shall not be liable for any interest thereon reasonably determine on the basis of advice of counsel, including defense of such litigation or for any loss as a result of proceeding to the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall extent that the Owner Trustee be liable for any damages in reasonably determines that the nature indemnity provided by Section 8.02 is sufficient to pay the costs of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trusteesuch defense.
Appears in 2 contracts
Sources: Trust Agreement (HMB Acceptance Corp.), Trust Agreement (HMB 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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank Trust Company Delaware, in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank the Owner Trustee to perform obligations expressly undertaken by it in the last fourth 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 exemptions set forth in the preceding sentence):foregoing:
(ai) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by any officer of its officers or employee of employees unless it is proved that such persons were negligent in ascertaining the Owner Trustee.pertinent facts;
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(dii) No provision of this Agreement shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance exercise of any of the Owner Trustee’s duties its rights or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.;
(eiii) Under no circumstance circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreementIssuer, document or certificate contemplated by the foregoing.and
(fiv) 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;
(v) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be personally liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(gx) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect consequential or consequential damages punitive damages, however styled, including, without limitation, lost profits, (y) the acts or for omissions of any nominee, correspondent, clearing agency, securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the 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, God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided services;
(vi) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon. Money held in trust need not be segregated from all other funds except and to the extent required by law or the terms of this Agreement.
(vii) 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 risk retention.
(viii) 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 any Person other than the Owner Trustee.
Appears in 2 contracts
Sources: Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Volkswagen Auto Lease/Loan Underwritten 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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.6 expressly made by Deutsche Bank ▇▇▇▇▇ Fargo in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank ▇▇▇▇▇ Fargo to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual InterestholderCertificateholders.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual InterestholderCertificateholders, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual InterestholderCertificateholders, unless such Residual Interestholder has Certificateholders have offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any Transaction Document shall not be answerable for other than for its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual InterestholderCertificateholders.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
(m) The Owner Trustee shall not be deemed to have actual knowledge of any fact or event unless a Responsible Officer of the Owner Trustee has received notice of such fact or event.
Appears in 2 contracts
Sources: Trust Agreement (Santander Drive Auto Receivables LLC), Trust Agreement (Santander Drive Auto Receivables LLC)
Acceptance of Trusts and Duties. (a) 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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank Trust Company Delaware, in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank the Owner Trustee to perform obligations expressly undertaken by it in the last fourth 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 exemptions set forth in the preceding sentence):foregoing:
(ai) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by any officer of its officers or employee of employees unless it is proved that such persons were negligent in ascertaining the Owner Trustee.pertinent facts;
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(dii) No provision of this Agreement or any other Transaction Document shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance exercise of any of the Owner Trustee’s duties its rights or powers hereunder, hereunder or under any other Transaction Document if the Owner Trustee believes or is advised by its legal counsel 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 its reasonable satisfaction.it;
(eiii) Under no circumstance circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.Issuer;
(fiv) The Owner Trustee shall not be liable with respect deemed to have knowledge or notice of any action taken fact or omitted to 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;
(v) The recitals and statements contained herein (other than the representations and warranties contained in Section 7.3 hereof) and in the Certificate (other than the signature and countersignature of the Owner Trustee on the Certificate) shall be taken by as the Administratorstatements of the Seller, and the Indenture Owner Trustee assumes no responsibilities for the correctness thereof;
(vi) 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 Servicer 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 control of the Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, pandemics, epidemics, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services;
(vii) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for performing any interest thereon. Money held in trust need not be segregated from all other funds except and to the extent required by law or supervising the performance terms of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.;
(gviii) The Owner Trustee shall have no responsibility for preparing, filing or maintaining any trust licensing or qualifications to do business, securities law filing or tax filing, and 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 risk retention;
(ix) The Owner Trustee shall not be personally responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of this Agreement or for the Transaction Documents or due execution hereof by any Person other document contemplated thereby to which than the Owner Trustee is not a party.Trustee;
(hx) Notwithstanding anything contained herein or in any of the Transaction Documents to the contrary, neither Deutsche Bank Trust Company Delaware (or any successor thereto) nor 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 will, even after the appointment of a co-trustee or separate trustee in accordance with Section 10.5 hereof, (i) require the consent or approval or authorization or order of registration with, licensing by or the giving of notice to, or the registration with or taking of any other similar action in respect of, any state State or other governmental authority or agency of any jurisdiction other than the State of DelawareDelaware 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 Delaware becoming payable by the Owner TrusteeTrustee (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 Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby.
Deutsche Bank Trust Company Delaware (i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order successor thereto) or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to as the extent requested by the Owner Trusteecase may be, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. contemplated hereby;
(xi) The permissive right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.; and
(kxii) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the The Owner Trustee shall not be liable for the failure to perform any interest thereon or for any loss as duty if such failure is a result of the investment thereof at the direction of the Residual Interestholderanother party failing to perform their responsibilities under this Agreement or any Transaction Document.
(lb) In no event 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; provided, that, the Owner Trustee be liable hereby agrees to cooperate with the Administrator and to comply with any reasonable request made by the Administrator for any damages the delivery of information or documents to the Administrator in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the control of the Owner Trustee’s actual possession relating to any such regulatory, includingadministrative, without limitationgovernmental, strikes, work stoppages, acts of war investigative or terrorism, insurrection, revolution, nuclear other proceeding or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the Owner Trusteeinquiry.
Appears in 2 contracts
Sources: Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Volkswagen Auto Lease/Loan Underwritten 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 moneys actually received by it constituting part of the Trust Estate upon the in accordance with terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (ia) for its own willful misconduct, bad faith or gross negligence, (iib) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank Wilmington Trust Company in its individual capacity, (iiic) for liabilities arising from the failure of Deutsche Bank Wilmington Trust Company to perform obligations expressly undertaken by it in the last sentence of Section 6.4 or (ivd) 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 exemptions set forth in the preceding sentence):
(ai) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(bii) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(ciii) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual InterestholderCertificateholder.
(div) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its the Owner Trustee’s reasonable satisfaction.
(ev) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(fvi) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Sale Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the AdministratorIndenture Trustee, the Indenture Trustee or the Servicer or any other Person under such documents.
(gvii) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(hviii) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority 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 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.
(iix) 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 Residual Interestholder, the Servicer Certificateholder or the AdministratorServicer.
(jx) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual InterestholderCertificateholder, unless such Residual Interestholder Certificateholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(kxi) All Notwithstanding anything to the contrary herein, all funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual InterestholderCertificateholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 2 contracts
Sources: Trust Agreement (Bank of America Auto Trust 2010-2), Trust Agreement (Bank of America Auto Trust 2010-2)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its express duties hereunder with respect to such trusts but only upon the terms of this Agreement. To the fullest extent permitted by law, neither the Owner Trustee nor any of its officers, directors, employees, agents or affiliates shall have any implied duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Issuer, which implied duties and liabilities are hereby eliminated. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Owner Trustee shall be subject to the provisions of this Article. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee (including in its individual capacity) shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except for losses to the extent arising from (i) for its own willful misconduct, bad faith or gross negligencenegligence in the performance of its express duties hereunder, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.4 expressly made by Deutsche Bank Wilmington Trust, in its individual capacity, capacity or (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust to perform obligations expressly undertaken by it in the last sentence of Section 6.4 6.4, in each case as determined by a court of competent jurisdiction or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received otherwise agreed by the Owner TrusteeServicer and Wilmington Trust. In particular, but not by way of limitation (and subject to the exemptions set forth in the preceding sentence):
(a1) The Owner Trustee shall not be liable for any action taken, or error of judgment made made, in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c2) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual InterestholderCertificateholders.
(d3) No provision of this Agreement or any other Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties duties, obligations, rights, authority, authorization or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f4) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Certificate Registrar or the Certificate Paying Agent (when not the Owner Trustee) or by the Issuer, the Administrator, the Indenture Trustee or Trustee, the Servicer or any other Person, and the Owner Trustee shall not be liable for monitoring, performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Issuer, the Certificate Registrar, the Certificate Paying Agent, the Administrator, the Indenture Trustee or Trustee, the Servicer or any other Person under such documentsdocuments and may conclusively assume performance of the same absent written notice to the contrary received by a Responsible Officer of the Owner Trustee.
(g5) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity validity, sufficiency or sufficiency enforceability of this Agreement, the Notes or the Certificates or for the due execution hereof by the Seller Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity validity, sufficiency or sufficiency enforceability of the Transaction Documents Documents, the Notes or the Certificates or any other document contemplated hereby or thereby to which the Owner Trustee is not a partyparty in its individual capacity.
(h6) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other 34 Amended and Restated Trust Agreement (BLAST 2024-2) 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 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.
(i7) 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 Residual InterestholderMajority Certificateholders (or Certificateholders other than the Majority Certificateholders pursuant to Section 3.7(a) of the Purchase Agreement), the Servicer Servicer, the Depositor or the Administrator.
(j) 8) The Owner Trustee shall not be under no any duty to exercise any of the rights rights, authority or powers vested in it by this Agreement, or to institute, conduct or defend any investigation, proceeding or litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or written direction of the Residual InterestholderCertificateholders, unless such Residual Interestholder has Certificateholders have offered to provide to the Owner TrusteeTrustee (including in its individual capacity), to the extent requested by the Owner Trustee, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee (as such and in its individual capacity) therein or thereby. The permissive right of the Owner Trustee to perform any discretionary act or exercise any privilege enumerated in this Agreement or in any other Transaction Document shall not be answerable construed as a duty. The Owner Trustee shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any other Transaction Document other than for its own gross negligence, bad faith or willful misconduct in the performance of any such act.
(k9) All Any funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account account, and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual InterestholderCertificateholders or any other Person.
(l10) The Owner Trustee shall not be deemed to have actual knowledge of, and, to the extent required hereunder to act, shall not be required to act upon (including the sending of any notice), any fact or event including any Default, Event of Default or Servicer Replacement Event unless a Responsible Officer of the Owner Trustee has received written notice of such fact or event and such notice references the Issuer or this Agreement. The Owner Trustee shall not be deemed to have actual or constructive knowledge of publicly available information or information contained in monthly distribution reports or other reports delivered under the Transaction Documents. Knowledge or information acquired by Wilmington Trust in its capacity as the Owner Trustee hereunder shall not be imputed to Wilmington Trust in any other role which it may have under any other Transaction Document or under any other document, nor shall it be imputed to any affiliate, line of business or other division of Wilmington Trust (and vice versa).
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder or under any Transaction Document for any indebtedness of the Issuer.
(c) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer or any other Person hereunder or under the other Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(d) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, including lost profits, or for losses due to forces beyond the control of the Owner Trustee, including, without limitation, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, epidemics or pandemics, quarantines, or shelter-in-place or any similar directive, guidance, policy or other action by any Governmental Authority and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the Owner Trustee; it being understood that the Owner Trustee shall use reasonable efforts which are consistent with accepted practice in the banking industry to resume performance as soon as practicable under the circumstances.
(e) In the event of the engagement of any accountants or other professionals hereunder or pursuant hereto including in connection with the performance of any agreed upon procedures or any audit related to the activities of the Issuer, the Owner Trustee shall not be liable for any claims, liabilities or expenses relating to such accountants’ or other professionals’ engagement or any report issued in connection with such engagement. Dissemination of any such report other than pursuant to the Transaction Documents or applicable law is subject to the consent of the accountants or other professionals.
(f) The Owner Trustee shall not be personally liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Article IV or Section 6.3 hereof.
(g) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be personally liable for any interest thereon.
Appears in 2 contracts
Sources: Trust Agreement (Bridgecrest Lending Auto Securitization Trust 2024-2), Trust Agreement (Bridgecrest Lending Auto Securitization 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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.4 expressly made by Deutsche Bank Wilmington Trust in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual InterestholderCertificateholders.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Certificate Registrar or the Certificate Paying Agent (when not the Owner Trustee) or by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Certificate Registrar, the Certificate Paying Agent, the Administrator, the Indenture Trustee or Trustee, the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.. 30 Amended and Restated Trust Agreement (SDART 2018-3)
(i) 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 Residual InterestholderCertificateholders, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual InterestholderCertificateholders, unless such Residual Interestholder has Certificateholders have offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any Transaction Document shall not be answerable for other than for its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual InterestholderCertificateholders.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
(m) The Owner Trustee shall not be deemed to have actual knowledge of any fact or event unless a Responsible Officer of the Owner Trustee has received written notice of such fact or event.
Appears in 2 contracts
Sources: Trust Agreement (Santander Drive Auto Receivables LLC), Trust Agreement (Santander Drive Auto Receivables Trust 2018-3)
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank [ ] in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank [ ] to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any Transaction Document shall not be answerable for other than for its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 1 contract
Sources: Trust Agreement (Santander Drive Auto 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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.6 expressly made by Deutsche Bank [ ] in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank [ ] to perform obligations expressly undertaken by it in the second to last sentence of Section 6.4 or (iv) for taxes, fees or other charges on, based on or 24 Form of Amended and Restated Trust Agreement measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exemptions exceptions set forth in the preceding sentence):) of the foregoing:
(a) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by any officer of its officers or employee of employees unless it is proved that such Persons were grossly negligent in ascertaining the Owner Trustee.pertinent facts;
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance exercise of any of the Owner Trustee’s duties its rights or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.;
(ec) Under no circumstance circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.Issuer; and
(fd) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be personally responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 for the due execution hereof by any Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for Person other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except for (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank the Owner Trustee in its individual capacitycapacity 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 Deutsche Bank the Owner Trustee to perform obligations expressly undertaken by it in pursuant to this Agreement or the last sentence of Section 6.4 Statutory Trust Act 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 exemptions set forth in the preceding sentence):foregoing:
(ai) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by any officer of its officers or employee of employees unless it is proved that such Persons were negligent in ascertaining the Owner Trustee.pertinent facts;
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(dii) No provision of this Agreement shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance exercise of any of the Owner Trustee’s duties its rights or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.;
(eiii) Under no circumstance circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.Issuer; and
(fiv) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be personally responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 for the due execution hereof by any Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for Person other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.6 expressly made by Deutsche Bank [—] in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank [—] to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.Certificateholders. Trust Agreement (20[—]-[—])
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual InterestholderCertificateholders, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction 20 Amended and Restated Document, at the request, order or written direction of the Residual InterestholderCertificateholders, unless such Residual Interestholder has Certificateholders have offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any Transaction Document shall not be answerable for other than for its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual InterestholderCertificateholders.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
(m) The Owner Trustee shall not be deemed to have actual knowledge of any fact or event unless a Responsible Officer of the Owner Trustee has received actual notice of such fact or event and such notice references the Trust.
Appears in 1 contract
Sources: Trust Agreement (Santander Drive Auto 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 the same but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrarycircumstances, except (i) for its own willful misconduct, bad faith misconduct or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 6.07 hereof, or (iviii) for taxes, fees or other charges on, based on or measured by, by any fees, commissions or compensation received by the Owner TrusteeTrustee 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 exemptions set forth in the preceding sentence):limitation:
(a) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by any officer or employee an Authorized Officer of the Owner Trustee.;
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for with respect to any action taken or omitted to be taken by the payment of any tax imposed on Owner Trustee in good faith in accordance with the Issuer or amounts that are includable in the federal gross income instructions of the Residual Interestholder.Owner;
(dc) No provision of this Agreement shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties its rights or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel 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 its reasonable satisfaction.it;
(ed) Under no circumstance shall the Owner Trustee be personally liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or Trust under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.Trust Related Agreement; and
(fe) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be personally responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, Agreement or for the due execution hereof by the Seller Depositor, or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate Collateral, or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a partyTrust Related Agreements.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 1 contract
Sources: Trust Agreement (SLC Student Loan Receivables I 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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank Wilmington Trust Company in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust Company to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual InterestholderCertificateholders.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s 's duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual InterestholderCertificateholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual InterestholderCertificateholder, unless such Residual Interestholder Certificateholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual InterestholderCertificateholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 1 contract
Sources: Trust Agreement (Capital One Prime Auto Receivables Trust 2003-1)
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank [ ] in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank [ ] to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.4 expressly made by Deutsche Bank [ ] in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank [ ] to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual InterestholderCertificateholders.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Certificate Registrar or the Certificate Paying Agent (when not the Owner Trustee) or by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Certificate Registrar, the Certificate Paying Agent, the Administrator, the Indenture Trustee or Trustee, the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual InterestholderCertificateholders, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual InterestholderCertificateholders, unless such Residual Interestholder has Certificateholders have offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any Transaction Document shall not be answerable for other than for its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual InterestholderCertificateholders.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
(m) The Owner Trustee shall not be deemed to have actual knowledge of any fact or event unless a Responsible Officer of the Owner Trustee has received written notice of such fact or event.
Appears in 1 contract
Sources: Trust Agreement (Santander Drive Auto 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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank Wilmington Trust Company in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust Company to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s 's duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing, including the obligations of the Issuer under the Revolving Liquidity Note.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the AdministratorIndenture Trustee, the Indenture Trustee Servicer or the Servicer Holder of the Revolving Liquidity Note and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Sale Agreement, the Sale and Servicing Agreement Agreement, the Indenture or the IndentureRevolving Liquidity Note Agreement, or under any other document contemplated hereby or thereby, which are to be performed by the AdministratorIndenture Trustee, the Indenture Trustee Servicer or the Servicer Holder of the Revolving Liquidity Note or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.. 18
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer Interestholder or the AdministratorServicer.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 1 contract
Sources: Trust Agreement (Banc of America Securities Auto Trust 2005-Wf1)
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 moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Transaction Basic Documents and this Agreement. The Owner Trustee shall will not be personally liable answerable or accountable hereunder or under any Transaction Basic Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrarycircumstances, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.3 expressly made by Deutsche Bank in its individual capacitythe Owner Trustee, (iii) for liabilities arising from the failure of Deutsche Bank the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 or 5.4 hereof, (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 the exemptions exceptions set forth in the preceding sentence):
(a) The the Owner Trustee shall will not be liable for any error of judgment made in good faith by any officer or employee a Responsible Officer of the Owner Trustee.;
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual InterestholderInstructing Party, the Servicer or the Administrator.Certificateholder;
(jc) The no provision of this Agreement or any Basic Document will require the Owner Trustee shall 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 Basic Document if the Owner Trustee has 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 will 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 distributable on the Certificate;
(e) the Owner Trustee will 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 Basic Documents, other than the certificate of authentication on the Certificate, and the Owner Trustee will in no event assume or incur any personal liability, duty or obligation to the Insurer, Trustee, Indenture Trustee, the Collateral Agent, any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the Basic Documents;
(f) the Owner Trustee will not be personally liable for the default or misconduct of the Insurer, the Servicer, the Indenture Trustee, or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee has no obligation or personal liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Servicer, the Indenture Trustee or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee will be under no duty 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 Transaction Basic Document, at the request, order or written direction of the Residual InterestholderInstructing Party or the Certificateholder, unless such Residual Interestholder Instructing Party or Certificateholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, Trustee 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 Transaction Basic Document shall will not be construed as a duty, and the Owner Trustee will not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with . With respect to the Insurer or Instructing Party, the Owner Trustee hereunder may undertakes to perform or observe only such of the covenants and obligations of the Owner Trustee as are expressly set forth in the Agreement, and no implied covenants or obligations with respect to the Insurer or Instructing Party shall be held in a non-interest bearing account and read into this Agreement or the other Basic Documents against the Owner Trustee. The Owner Trustee shall not be deemed to owe any fiduciary duty to the Insurer or Instructing Party, and shall not be liable to any such person for any interest thereon or for any loss the failure of the Trust to perform its obligations to such persons other than as a result of the investment thereof at the direction negligence or misconduct of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature performance of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trusteeits express obligations under this 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 Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.6 expressly made by Deutsche Bank [—] in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank [—] to perform obligations expressly undertaken by it in the last [second to last] 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 the exemptions exceptions set forth in the preceding sentence):) of the foregoing:
(a) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by any officer of its officers or employee of employees unless it is proved that such Persons were grossly negligent in ascertaining the Owner Trustee.pertinent facts;
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance exercise of any of the Owner Trustee’s duties its rights or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.;
(ec) Under no circumstance circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.Issuer; and
(fd) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be personally responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 for the due execution hereof by any Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for Person other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 1 contract
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank Wilmington Trust Company in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust Company to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Master Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Sale Agreement, the Sale and Master Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the AdministratorIndenture Trustee, the Indenture Trustee or the Master Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer Interestholder or the AdministratorMaster Servicer.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 1 contract
Sources: Trust Agreement (Banc of America Securities Auto Trust 2006-G1)
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrarycircumstances, except (i) for its own willful misconduct, bad faith misconduct or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 6.07 hereof, or (iviii) for taxes, fees or other charges on, based on or measured by, by any fees, commissions or compensation received by the Owner TrusteeTrustee 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 exemptions set forth in the preceding sentence):limitation:
(a) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by any officer or employee an Authorized Officer of the Owner Trustee.;
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for with respect to any action taken or omitted to be taken by the payment of any tax imposed on Owner Trustee in good faith in accordance with the Issuer or amounts that are includable in the federal gross income instructions of the Residual Interestholder.Owner;
(dc) No provision of this Agreement shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties its rights or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel 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 its reasonable satisfaction.it;
(ed) Under no circumstance shall the Owner Trustee be personally liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or Trust under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.Basic Document; and
(fe) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be personally responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, Agreement or for the due execution hereof by the Seller Depositor, or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate Collateral, or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a partyBasic Documents.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 1 contract
Sources: Trust Agreement (SLC Student Loan Receivables I 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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.6 expressly made by Deutsche Bank [ ] in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank [ ] to perform obligations expressly undertaken by it in the second to last 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 the exemptions exceptions set forth in the preceding sentence):) of the foregoing:
(a) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by any officer of its officers or employee of employees unless it is proved that such Persons were grossly negligent in ascertaining the Owner Trustee.pertinent facts;
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance exercise of any of the Owner Trustee’s duties its rights or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.;
(ec) Under no circumstance circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.Issuer; and
(fd) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be personally responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 for the due execution hereof by any Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for Person other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.4 expressly made by Deutsche Bank [ ] in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank [ ] to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual InterestholderCertificateholders.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Certificate Registrar or the Certificate Paying Agent (when not the Owner Trustee) or by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Certificate Registrar, the Certificate Paying Agent, the Administrator, the Indenture Trustee or Trustee, the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual InterestholderCertificateholders, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual InterestholderCertificateholders, unless such Residual Interestholder has Certificateholders have offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any Transaction Document shall not be answerable for other than for its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.Certificateholders. 29 Amended and Restated Trust Agreement (20[ ]-[ ])
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
(m) The Owner Trustee shall not be deemed to have actual knowledge of any fact or event unless a Responsible Officer of the Owner Trustee has received written notice of such fact or event.
Appears in 1 contract
Sources: Trust Agreement (Santander Drive Auto 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 Administrator agrees to perform its express duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Each of the Owner Trustee and the Administrator shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 28 expressly made by Deutsche Bank Wilmington Trust or ▇▇▇▇▇▇▇ & Associates, as the case may be, in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust to perform obligations expressly undertaken by it in the last third sentence of this Section 6.4 26 or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner TrusteeTrustee or the Administrator, respectively. In particularaddition, but not by way of limitation (and subject to the exemptions set forth in the preceding sentence):limitation:
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee. The Administrator shall not be liable for any error of judgment made in good faith by any officer of the Administrator.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer. Under no circumstances shall the Administrator be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of any other Person that is party to this Agreement. The Administrator shall not be personally liable for the Residual Interestholderpayment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of any other Person that is party to this Agreement.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction. No provision of this Agreement shall require the Administrator to expend or risk funds or otherwise incur any financial liability in the performance of any of the Administrator’s duties or powers hereunder, if the Administrator believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing. Under no circumstance shall the Administrator be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the AdministratorDepositor, the Administrator or the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Note Purchase Agreement or the Indenture, or under any other document contemplated hereby Transaction Document or thereby, which are to be performed by the Administrator, the Indenture Trustee or any other Person under such documents. The Administrator shall not be liable with respect to any action taken or omitted to be taken by the Servicer Depositor, the Owner Trustee or the Indenture Trustee and the Administrator shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Note Purchase Agreement or the Indenture, or under any other Transaction Document or thereby, which are to be performed by the Depositor, the Indenture Trustee or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller other Persons party hereto or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which thereby. The Administrator shall not be responsible for or in respect of the Owner Trustee is not a partyrecitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the other Persons party hereto or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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. Notwithstanding anything contained herein or in any of the Transaction Documents to the contrary, the Administrator 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 the Owner TrusteeAdministrator; or (iii) subject the Owner Trustee Administrator 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 Administrator contemplated hereby.
(i) 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 Residual Interestholder, the Servicer Administrator or the AdministratorDepositor. The Administrator 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.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual InterestholderDepositor, unless such Residual Interestholder Depositor has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for give rise to any liability on behalf of the Owner Trustee other than for its gross negligence, bad faith or willful misconduct in the performance of any such act. The Administrator shall be under no duty 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 Transaction Document, at the request, order or written direction of the Depositor, unless such Depositor has offered to provide to the Administrator, to the extent requested by the Administrator, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Administrator therein or thereby. The right of the Administrator to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not give rise to any liability on behalf of the Administrator other than for its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual InterestholderDepositor, the Administrator or the Indenture Trustee.
(l) In no event shall The Owner Trustee agrees to perform its duties under this Agreement in good faith and in the best interests of the Trust, but only upon the express terms of this Agreement. To the fullest extent permitted by law, neither the Owner Trustee nor any of its officers, directors, employees, agents or affiliates shall have any implied duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Trust, which implied duties and liabilities are hereby eliminated. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Owner Trustee shall be subject to the provisions of this Section 26. The Administrator agrees to perform its duties under this Agreement in good faith and in the best interests of the Trust, but only upon the express terms of this Agreement. To the fullest extent permitted by law, none of the Administrator or any of its officers, directors, employees, agents or affiliates shall have any implied duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Issuer, which implied duties and liabilities are hereby eliminated. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Administrator shall be subject to the provisions of this Section 26.
(m) The recitals contained herein shall be taken as the statements of the Depositor, and the Owner Trustee assume no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement, any other Transaction Document or the Notes, or any of the Trust Estate or related documents. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any of the Trust Estate, or the perfection and priority of any security interest created by or in any of the Trust Estate or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the trust estate or its ability to generate the payments to be distributed to the Issuer or the Noteholders under the Indenture, including, without limitation, the existence, condition and ownership of any of the Trust Estate; the existence and enforceability of any insurance thereon; the existence and contents of any of the Trust Estate on any computer or other record thereof; the validity of the assignment or sale of any of the Trust Estate to the Trust or of any intervening assignment; the completeness of any of the Trust Estate; the performance or enforcement of any of the Trust Estate; the compliance by any Person with any warranty or representation made under any Transaction Document or in any related document or the accuracy of any such warranty or representation, or any action of the Administrator, the Indenture Trustee, the Servicer or any subservicer or any other Person taken in the name of the Trust or the Owner Trustee. The recitals contained herein shall be taken as the statements of the Depositor, and the Administrator assumes no responsibility for the correctness thereof. The Administrator makes no representations as to the validity or sufficiency of this Agreement, any Transaction Document or the Notes, or any of the Trust Estate or related documents. The Administrator shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any of the Trust Estate, or the perfection and priority of any security interest created by or in any of the Trust Estate or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the trust estate or its ability to generate the payments to be distributed to the Issuer or the Noteholders under the Indenture, including, without limitation, the existence, condition and ownership of any of the Trust Estate; the existence and enforceability of any insurance thereon; the existence and contents of any of the Trust Estate on any computer or other record thereof; the validity of the assignment or sale of any of the Trust Estate to the Issuer or of any intervening assignment; the completeness of any of the Trust Estate; the performance or enforcement of any of the Trust Estate; the compliance by any Person with any warranty or representation made under any Transaction Document or in any related document or the accuracy of any such warranty or representation, or any action of the Owner Trustee, the Indenture Trustee, the Servicer or any subservicer or any other Person taken in the name of the Issuer or the Administrator.
(n) 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 any damages in the nature of punitive, (x) special, indirect consequential or consequential damages punitive damages, however styled, including, without limitation, lost profitsprofits 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. To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Administrator shall not be personally liable for losses due to forces beyond the control of the Owner Trustee(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 the Owner Trustee holds the Issuer’s securities or assets.
(o) 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, work stoppageslockouts, riots, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and interruptions, loss losses or malfunctions of utilities, communications or computer (software and hardwarehardware or software) services provided or communications services); it being understood that the 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 Owner Trustee.circumstances. The Administrator 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
Appears in 1 contract
Sources: 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 Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank Wilmington Trust Company in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank Wilmington Trust Company to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s 's duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 1 contract
Sources: Trust Agreement (Capital One Prime Auto Receivables Trust 2003-2)
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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank [ ] in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank [ ] to perform obligations expressly undertaken by it in the last 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 the exemptions exceptions set forth in the preceding sentence):) of the foregoing:
(a) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by any officer of its officers or employee of employees unless it is proved that such Persons were negligent in ascertaining the Owner Trustee.pertinent facts;
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance exercise of any of the Owner Trustee’s duties its rights or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.;
(ec) Under no circumstance circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.Issuer; and
(fd) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be personally responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 for the due execution hereof by any Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for Person other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 1 contract
Sources: Trust Agreement (Fifth Third Holdings 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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.5 expressly made by Deutsche Bank [ ] in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank [ ] to perform obligations expressly undertaken by it in the last 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 the exemptions exceptions set forth in the preceding sentence):) of the foregoing: 18 Amended and Restated
(a) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by any officer of its officers or employee of employees unless it is proved that such Persons were negligent in ascertaining the Owner Trustee.pertinent facts;
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance exercise of any of the Owner Trustee’s duties its rights or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.;
(ec) Under no circumstance circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.Issuer; and
(fd) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be personally responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 for the due execution hereof by any Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for Person other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 1 contract
Sources: Trust Agreement (Fifth Third Holdings 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 moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank [ ] in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank [ ] to perform obligations expressly undertaken by it in the last 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 the exemptions set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner Trustee.
(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer.
(c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Residual Interestholder.
(d) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction.
(e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing.
(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents.
(g) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party.
(h) Notwithstanding anything contained herein or in any of the Transaction Documents 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 consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any 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 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.
(i) 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 Residual Interestholder, the Servicer or the Administrator.
(j) The Owner Trustee shall be under no duty 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 Transaction Document, at the request, order or written direction of the Residual Interestholder, unless such Residual Interestholder has offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, 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 Transaction Document shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.
(k) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder.
(l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the 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 provided to the Owner Trustee.
Appears in 1 contract
Sources: Trust Agreement (Santander Drive Auto Receivables LLC)