Common use of Duties of AART Owner Trustee Clause in Contracts

Duties of AART Owner Trustee. (a) The AART Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other AART Transaction Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the AART Transaction Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the AART Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other AART Transaction Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or AART Owner Trustee hereunder or under any other AART Transaction Document, and the AART Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the AART Owner Trustee may conclusively rely upon certificates or opinions furnished to the AART Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the AART Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The AART Owner Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this Section 6.1(d) shall not limit the effect of Section 6.1(a) or (b); (ii) the AART Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the AART Owner Trustee was negligent in ascertaining the pertinent facts; (iii) the AART Owner Trustee shall not be 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 Section 4.1, 4.2 or 6.4; and (iv) the AART Owner Trustee shall not be personally liable for special, consequential or punitive damages, however styled, including lost profits. (e) Subject to Sections 5.1 and 5.2, monies received by the AART Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Administration Agreement and may be deposited under such general conditions as may be prescribed by law, and the AART Owner Trustee shall not be liable for any interest thereon. (f) The AART Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the AART Owner Trustee, result in the Trust’s becoming taxable as a corporation for federal income tax purposes. The Certificateholders shall not direct the AART Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of AART Owner Trustee. (a) The AART Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other AART Transaction Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the AART Transaction Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the AART Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other AART Transaction Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or AART Owner Trustee hereunder or under any other AART Transaction Basic Document, and the AART Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the AART Owner Trustee may conclusively rely upon certificates or opinions furnished to the AART Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the AART Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement.. Table of Contents (d) The AART Owner Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this Section 6.1(d) shall not limit the effect of Section 6.1(a) or (b); (ii) the AART Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the AART Owner Trustee was negligent in ascertaining the pertinent facts; (iii) the AART Owner Trustee shall not be 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 Section 4.1, 4.2 or 6.4; and (iv) the AART Owner Trustee shall not be personally liable for special, consequential or punitive damages, however styled, including lost profits. (e) Subject to Sections 5.1 and 5.2, monies received by the AART Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Administration Agreement and may be deposited under such general conditions as may be prescribed by law, and the AART Owner Trustee shall not be liable for any interest thereon. (f) The AART Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the AART Owner Trustee, result in the Trust’s becoming taxable as a corporation for federal income tax purposes. The Certificateholders shall not direct the AART Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.