Duties and Powers of Titling Trustee. (a) The Titling Trustee and the Trust Agent undertake to perform such duties and engage in such activities, and only such duties and activities, as are specified in this Agreement, any SUBI Supplement or UTI Supplement, any other amendment to this Agreement, SUBI Supplement or UTI Supplement, or as may be directed by the Beneficiary in a manner not contrary to the terms hereof or thereof from time to time, including in connection with (i) Securitized Financings, (ii) sales of Contracts and other Titling Trust Assets to the extent permitted by the terms of any existing Securitized Financings (so long as the Certificate of Title of any Leased Vehicle so sold is amended to reflect the transfer of ownership thereof from the Titling Trust or the Titling Trustee, on behalf of the Titling Trust, as applicable, unless applicable law permits the transfer of ownership of a motor vehicle without an amendment to the vehicle's certificate of title) or (iii) activities ancillary thereto. (b) Neither the Titling Trustee nor the Trust Agent shall engage in any activities other than activities required or permitted by the provisions of this Agreement. Except as provided in or permitted by this Titling Trust Agreement, any UTI Supplement, any SUBI Supplement or any related SUBI Servicing Supplement, neither the Titling Trustee nor the Trust Agent shall (i) issue beneficial interests in the Titling Trust Assets or securities of the Titling Trust other than the UTI and UTI Certificates and one or more SUBIs and SUBI Certificates; (ii) borrow money on behalf of the Titling Trust; (iii) make loans on behalf of the Titling Trust;
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Samples: Trust and Servicing Agreement (Toyota Auto Lease Trust 1997-A), Trust and Servicing Agreement (Toyota Auto Lease Trust 1997-A)
Duties and Powers of Titling Trustee. (a) The Titling Trustee and the Trust Agent undertake to perform such duties and engage in such activities, and only such duties and activities, as are specified in this Agreement, any SUBI Supplement or UTI Supplement, any other amendment to this Agreement, SUBI Supplement or UTI Supplement, or as may be directed by the Beneficiary in a manner not contrary to the terms hereof or thereof from time to time, including in connection with (i) Securitized Financings, (ii) sales of Contracts and other Titling Trust Assets to the extent permitted by the terms of any existing Securitized Financings (so long as the Certificate of Title of any Leased Vehicle so sold is amended to reflect the transfer of ownership thereof from the Titling Trust or the Titling Trustee, on behalf of the Titling Trust, as applicable, unless applicable law permits the transfer of ownership of a motor vehicle without an amendment to the vehicle's certificate of title) or (iii) activities ancillary thereto.
(b) Neither the Titling Trustee nor the Trust Agent shall engage in any activities other than activities required or permitted by the provisions of this Agreement. Except as provided in or permitted by this Titling Trust Agreement, any UTI Supplement, any SUBI Supplement or any related SUBI Servicing Supplement, neither the Titling Trustee nor the Trust Agent shall (i) issue beneficial interests in the Titling Trust Assets or securities of the Titling Trust other than the UTI and UTI Certificates and one or more SUBIs and SUBI Certificates; (ii) borrow money on behalf of the Titling Trust; (iii) make loans on behalf of the Titling Trust;; (iv) invest in or underwrite securities; (v) offer securities in exchange for Titling Trust Assets (other than UTI Certificates and SUBI Certificates); (vi) repurchase or otherwise reacquire any UTI Certificate or SUBI Certificate except as permitted by or in connection with any Securitized Financing; or (vii) grant any security interest in or lien upon any Titling Trust Assets.
(c) At the direction of the UTI Beneficiary or the Servicer and at the expense of the Servicer, the Titling Trustee shall: (i) apply for and maintain (or cause to be applied for and maintained) all licenses, permits and authorizations necessary and appropriate for the Titling Trust or the Titling Trustee in carrying out the terms of this Agreement (including receiving assignments of Contracts and causing Certificates of Title to reflect the Titling Trust, or the Titling Trustee on behalf of the Titling Trust, as the owner of the Leased Vehicles) in each jurisdiction that the UTI Beneficiary or the Servicer reasonably deems appropriate; (ii) file (or cause to be filed) all notices, reports and other required filings in each jurisdiction that the UTI Beneficiary or the Servicer reasonably deems appropriate; (iii) file (or cause to be filed) in each jurisdiction that the UTI Beneficiary or the Servicer reasonably deems appropriate applications for Certificates of Title as are necessary and appropriate so as to cause the Titling Trust or the Titling Trustee, on behalf of the Titling Trust, to be recorded as the holder of legal title of record of the Leased Vehicles and to execute and deliver to each Dealer a power of attorney in order to allow such Dealers to so record the Titling Trust or the Titling Trustee, on behalf of the Titling Trust, as the holder of legal title to such Leased Vehicles; (iv) to the extent that the UTI Beneficiary or the Servicer deems it necessary or useful to have a lien recorded on Certificates of Title, file (or cause to be filed) in each jurisdiction that the UTI Beneficiary or the Servicer reasonably deems appropriate, such applications as are necessary to record upon each of the Certificates of Title an Administrative Lien in favor of an Administrative Lienholder; (v) be, or cause the Titling Trust to be, the assignee of the original Dealer/Obligee with respect to the Contracts; and (vi) pay or cause to be paid all applicable taxes and fees properly due and owing in connection with its activities.
(d) The Titling Trustee, or the Trust Agent on its behalf, shall establish accounts and receive, maintain, invest and disburse funds in accordance with Articles V and VII hereof and the SUBI Supplements.
(e) Neither any Beneficiary nor the Servicer shall direct the Titling Trustee or the Trust Agent to take any action that (i) is inconsistent with the purposes of the Titling Trust as set forth in Section 2.04 or (ii) would result in the treatment of the Titling Trust or any SUBI Sub-Trust as an entity that is taxable as an "association" for federal income tax purposes.
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Duties and Powers of Titling Trustee. (a) The Titling Trustee and the Trust Agent undertake to perform such duties and engage in such activities, and only such duties and activities, as are specified in this Agreement, any SUBI Supplement or UTI Supplement, any other amendment to this Agreement, SUBI Supplement or UTI Supplement, or as may be directed by the Beneficiary in a manner not contrary to the terms hereof or thereof from time to time, including in connection with (i) Securitized Financings, (ii) sales of Contracts and other Titling Trust Assets to the extent permitted by the terms of any existing Securitized Financings (so long as the Certificate of Title of any Leased Vehicle so sold is amended to reflect the transfer of ownership thereof from the Titling Trust or the Titling Trustee, on behalf of the Titling Trust, as applicable, unless applicable law permits the transfer of ownership of a motor vehicle without an amendment to the vehicle's ’s certificate of title) or (iii) activities ancillary thereto.
(b) Neither the Titling Trustee nor the Trust Agent shall engage in any activities other than activities required or permitted by the provisions of this Agreement. Except as provided in or permitted by this Titling Trust Agreement, any UTI Supplement, any SUBI Supplement or any related SUBI Servicing Supplement, neither the Titling Trustee nor the Trust Agent shall (i) issue beneficial interests in the Titling Trust Assets or securities of the Titling Trust other than the UTI and UTI Certificates and one or more SUBIs and SUBI Certificates; (ii) borrow money on behalf of the Titling Trust; (iii) make loans on behalf of the Titling Trust;; (iv) invest in or underwrite securities; (v) offer securities in exchange for Titling Trust Assets (other than UTI Certificates and SUBI Certificates); (vi) repurchase or otherwise reacquire any UTI Certificate or SUBI Certificate except as permitted by or in connection with any Securitized Financing; or (vii) grant any security interest in or lien upon any Titling Trust Assets.
(c) At the direction of the UTI Beneficiary or the Servicer and at the expense of the Servicer, the Titling Trustee shall: (i) apply for and maintain (or cause to be applied for and maintained) all licenses, permits and authorizations necessary and appropriate for the Titling Trust or the Titling Trustee in carrying out the terms of this Agreement (including receiving assignments of Contracts and causing Certificates of Title to reflect the Titling Trust, or the Titling Trustee on behalf of the Titling Trust, as the owner of the Leased Vehicles) in each jurisdiction that the UTI Beneficiary or the Servicer reasonably deems appropriate; (ii) file (or cause to be filed) all notices, reports and other required filings in each jurisdiction that the UTI Beneficiary or the Servicer reasonably deems appropriate; (iii) file (or cause to be filed) in each jurisdiction that the UTI Beneficiary or the Servicer reasonably deems appropriate applications for Certificates of Title as are necessary and appropriate so as to cause the Titling Trust or the Titling Trustee, on behalf of the Titling Trust, to be recorded as the holder of legal title of record of the Leased Vehicles and to execute and deliver to each Dealer a power of attorney in order to allow such Dealers to so record the Titling Trust or the Titling Trustee, on behalf of the Titling Trust, as the holder of legal title to such Leased Vehicles; (iv) to the extent that the UTI Beneficiary or the Servicer deems it necessary or useful to have a lien recorded on Certificates of Title, file (or cause to be filed) in each jurisdiction that the UTI Beneficiary or the Servicer reasonably deems appropriate, such applications as are necessary to record upon each of the Certificates of Title an Administrative Lien in favor of an Administrative Lienholder; (v) be, or cause the Titling Trust to be, the assignee of the original Dealer/Obligee with respect to the Contracts; and (vi) pay or cause to be paid all applicable taxes and fees properly due and owing in connection with its activities.
(d) The Titling Trustee, or the Trust Agent on its behalf, shall establish accounts and receive, maintain, invest and disburse funds in accordance with Articles V and VII hereof and the SUBI Supplements.
(e) Neither any Beneficiary nor the Servicer shall direct the Titling Trustee or the Trust Agent to take any action that (i) is inconsistent with the purposes of the Titling Trust as set forth in Section 2.04 or (ii) would result in the treatment of the Titling Trust or any SUBI Sub-Trust as an entity that is taxable as an “association” for federal income tax purposes.
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