Common use of Duties and Powers of Vehicle Trustee Clause in Contracts

Duties and Powers of Vehicle Trustee. (a) The Vehicle Trustee undertakes to perform such duties (and only such duties), take such actions (and only such actions) and refrain from taking such actions (and only such actions), as are expressly specified in this Supplement and the Vehicle Trust Agreement, or upon receipt of indemnity satisfactory to it for its fees and expenses, as may be directed, solely and exclusively, by the UTI Beneficiary in a manner, as evidenced by an opinion of counsel delivered to the Vehicle Trustee, not contrary to the terms of this Supplement or the other Basic Documents. (b) The Vehicle Trustee shall not be personally liable for (x) special, 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 may hold the Vehicle Trust’s securities or (z) any losses due to forces beyond the reasonable control of the Vehicle 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. (c) The Vehicle Trustee shall not be deemed to have knowledge of any fact or event, including any event of default, unless a responsible officer of the Vehicle 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 and the mere delivery of reports or other information to the Vehicle Trustee shall not constitute actual or constructive knowledge or notice of the contents thereof.

Duties and Powers of Vehicle Trustee. (a) The Vehicle Trustee undertakes to perform such duties (and only such duties), take such actions (and only such actions) and refrain from taking such actions (and only such actions), as are expressly specified in this Supplement and the Vehicle Trust Agreement, or upon receipt of indemnity satisfactory to it for its fees and expenses, as may be directed, solely and exclusively, by the UTI Beneficiary in a manner, as evidenced by an opinion of counsel delivered to the Vehicle Trustee, not contrary to the terms of this Supplement or the other Basic Documents. (b) The Vehicle Trustee shall not be personally liable for (x) special, 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 may hold the Vehicle Trust’s securities or (z) any losses due to forces beyond the reasonable control of the Vehicle 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. (c) The Vehicle Trustee shall not be deemed to have knowledge of any fact or event, including any event of default, unless a responsible officer of the Vehicle 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 and the mere delivery of reports or other information to the Vehicle Trustee shall not constitute actual or constructive knowledge or notice of the contents thereof.

Duties and Powers of Vehicle Trustee. (a) The Vehicle Trustee undertakes to perform such duties (and only such duties), take such actions (and only such actions) and refrain from taking such actions (and only such actions), as are expressly specified in this Supplement and the Vehicle Trust Agreement, or upon receipt of indemnity satisfactory to it for its fees and expenses, as may be directed, solely and exclusively, by the UTI Beneficiary in a manner, as evidenced by an opinion of counsel delivered to the Vehicle Trustee, not contrary to the terms of this Supplement or the other Basic Documents. (b) The Vehicle Trustee shall not be personally liable for (x) special, 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 may hold the Vehicle Trust’s securities or (z) any losses due to forces beyond the reasonable control of the Vehicle 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. (c) The Vehicle Trustee shall not be deemed to have knowledge of any fact or event, including any event of default, unless a responsible officer of the Vehicle 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 and the mere delivery of reports or other information to the Vehicle Trustee shall not constitute actual or constructive knowledge or notice of the contents thereof.. ARTICLE III - 2023-2 SUBI ACCOUNTS