Common use of Duties of CARAT Owner Trustee Clause in Contracts

Duties of CARAT Owner Trustee. (a) The CARAT Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other CARAT Basic Documents, including the administration of the Trust in the interest of the CARAT 20 -SN Certificateholders, subject to the CARAT 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 CARAT Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the CARAT Basic Documents to the extent the Trust Administrator has agreed in the Trust Sale and Administration Agreement to perform any act or to discharge any duty of the CARAT Owner Trustee hereunder or under any CARAT Basic Document, and the CARAT Owner Trustee shall not be liable for the default or failure of the Trust Administrator to carry out its obligations under the Trust Sale and Administration Agreement. (c) In the absence of bad faith on its part, the CARAT Owner Trustee may conclusively rely upon certificates or opinions furnished to the CARAT 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 CARAT 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 CARAT 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 CARAT 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 CARAT Owner Trustee was negligent in ascertaining the pertinent facts; (iii) the CARAT 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 CARAT Owner Trustee shall not be personally liable for special, consequential or punitive damages, however styled, including lost profits even if it has been advised of the likelihood of such loss or damage. (e) Subject to Sections 5.1 and 5.2, monies received by the CARAT Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Administration Agreement and may be deposited under such general conditions as may be prescribed by law, and the CARAT Owner Trustee shall not be liable for any interest thereon. (f) The CARAT 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 CARAT Owner Trustee, result in the Trust’s becoming taxable as a corporation for federal income tax purposes. The CARAT 20 -SN Certificateholders shall not direct the CARAT Owner Trustee to take action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of CARAT Owner Trustee. (a) The CARAT Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other CARAT Basic Documents, including the administration of the Trust in the interest of the CARAT 20 -SN 200_-_ Certificateholders, subject to the CARAT 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 CARAT Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the CARAT Basic Documents to the extent the Trust Administrator has agreed in the Trust Sale and Administration Agreement to perform any act or to discharge any duty of the CARAT Owner Trustee hereunder or under any CARAT Basic Document, and the CARAT Owner Trustee shall not be liable for the default or failure of the Trust Administrator to carry out its obligations under the Trust Sale and Administration Agreement. (c) In the absence of bad faith on its part, the CARAT Owner Trustee may conclusively rely upon certificates or opinions furnished to the CARAT 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 CARAT 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 CARAT 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 CARAT 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 CARAT Owner Trustee was negligent in ascertaining the pertinent facts; (iii) the CARAT 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 CARAT Owner Trustee shall not be personally liable for special, consequential or punitive damages, however styled, including lost profits even if it has been advised of the likelihood of such loss or damageprofits. (e) Subject to Sections 5.1 and 5.2, monies received by the CARAT Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Administration Agreement and may be deposited under such general conditions as may be prescribed by law, and the CARAT Owner Trustee shall not be liable for any interest thereon. (f) The CARAT 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 CARAT Owner Trustee, result in the Trust’s 's becoming taxable as a corporation for federal income tax purposes. The CARAT 20 -SN 200_-_ Certificateholders shall not direct the CARAT Owner Trustee to take action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of CARAT Owner Trustee. (a) The CARAT Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other CARAT Basic Documents, including the administration of the Trust in the interest of the CARAT 20 -SN 200_-__ Certificateholders, subject to the CARAT 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 CARAT Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the CARAT Basic Documents to the extent the Trust CARAT Administrator has agreed in the Trust Sale and CARAT Administration Agreement to perform any act or to discharge any duty of the CARAT Owner Trustee hereunder or under any CARAT Basic Document, and the CARAT Owner Trustee shall not be liable for the default or failure of the Trust CARAT Administrator to carry out its obligations under the Trust Sale and CARAT Administration Agreement. (c) In the absence of bad faith on its part, the CARAT Owner Trustee may conclusively rely upon certificates or opinions furnished to the CARAT 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 CARAT 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 CARAT 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 CARAT 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 CARAT Owner Trustee was negligent in ascertaining the pertinent facts;; and (iii) the CARAT 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 CARAT Owner Trustee shall not be personally liable for special, consequential or punitive damages, however styled, including lost profits even if it has been advised of the likelihood of such loss or damage. (e) Subject to Sections 5.1 and 5.2, monies received by the CARAT Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the CARAT Trust Sale and Administration Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the CARAT Owner Trustee shall not be liable for any interest thereon. (f) The CARAT 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 CARAT Owner Trustee, result in the Trust’s 's becoming taxable as a corporation for federal income tax purposes. The CARAT 20 -SN 200_-__ Certificateholders shall not direct the CARAT Owner Trustee to take action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of CARAT Owner Trustee. (a) The CARAT Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other CARAT Basic Transaction Documents, including the administration of the Trust in the interest of the CARAT 20 -SN Certificateholders, subject to the CARAT Basic 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 CARAT Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other CARAT Basic Transaction Documents to the extent the Trust Administrator has agreed in the Trust Sale and Administration Agreement to perform any act or to discharge any duty of the Trust or CARAT Owner Trustee hereunder or under any other CARAT Basic Transaction Document, and the CARAT Owner Trustee shall not be liable for the default or failure of the Trust Administrator to carry out its obligations under the Trust Sale and Administration Agreement. (c) In the absence of bad faith on its part, the CARAT Owner Trustee may conclusively rely upon certificates or opinions furnished to the CARAT 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 CARAT 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 CARAT 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 CARAT 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 CARAT Owner Trustee was negligent in ascertaining the pertinent facts; (iii) the CARAT 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 CARAT Owner Trustee shall not be personally liable for special, consequential or punitive damages, however styled, including lost profits even if it has been advised of the likelihood of such loss or damageprofits. (e) Subject to Sections 5.1 and 5.2, monies received by the CARAT Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Administration Agreement and may be deposited under such general conditions as may be prescribed by law, and the CARAT Owner Trustee shall not be liable for any interest thereon. (f) The CARAT 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 CARAT Owner Trustee, result in the Trust’s becoming taxable as a corporation for federal income tax purposes. The CARAT 20 -SN Certificateholders shall not direct the CARAT Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of CARAT Owner Trustee. (a) The CARAT Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other CARAT Basic Documents, including the administration of the Trust in the interest of the CARAT 20 -SN 2005-SN1 Certificateholders, subject to the CARAT 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 CARAT Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the CARAT Basic Documents to the extent the Trust Administrator has agreed in the Trust Sale and Administration Agreement to perform any act or to discharge any duty of the CARAT Owner Trustee hereunder or under any CARAT Basic Document, and the CARAT Owner Trustee shall not be liable for the default or failure of the Trust Administrator to carry out its obligations under the Trust Sale and Administration Agreement. (c) In the absence of bad faith on its part, the CARAT Owner Trustee may conclusively rely upon certificates or opinions furnished to the CARAT 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 CARAT 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 CARAT 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 CARAT 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 CARAT Owner Trustee was negligent in ascertaining the pertinent facts; (iii) the CARAT 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 CARAT Owner Trustee shall not be personally liable for special, consequential or punitive damages, however styled, including lost profits even if it has been advised of the likelihood of such loss or damageprofits. (e) Subject to Sections 5.1 and 5.2, monies received by the CARAT Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Administration Agreement and may be deposited under such general conditions as may be prescribed by law, and the CARAT Owner Trustee shall not be liable for any interest thereon. (f) The CARAT 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 CARAT Owner Trustee, result in the Trust’s 's becoming taxable as a corporation for federal income tax purposes. The CARAT 20 -SN 2005-SN1 Certificateholders shall not direct the CARAT Owner Trustee to take action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of CARAT Owner Trustee. (a) The CARAT Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other CARAT Basic Documents, including the administration of the Trust in the interest of the CARAT 20 -SN 2007-SN1 Certificateholders, subject to the CARAT 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 CARAT Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the CARAT Basic Documents to the extent the Trust Administrator has agreed in the Trust Sale and Administration Agreement to perform any act or to discharge any duty of the CARAT Owner Trustee hereunder or under any CARAT Basic Document, and the CARAT Owner Trustee shall not be liable for the default or failure of the Trust Administrator to carry out its obligations under the Trust Sale and Administration Agreement. (c) In the absence of bad faith on its part, the CARAT Owner Trustee may conclusively rely upon certificates or opinions furnished to the CARAT 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 CARAT 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 CARAT 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 CARAT 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 CARAT Owner Trustee was negligent in ascertaining the pertinent facts; (iii) the CARAT 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 CARAT Owner Trustee shall not be personally liable for special, consequential or punitive damages, however styled, including lost profits even if it has been advised of the likelihood of such loss or damageprofits. (e) Subject to Sections 5.1 and 5.2, monies received by the CARAT Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Administration Agreement and may be deposited under such general conditions as may be prescribed by law, and the CARAT Owner Trustee shall not be liable for any interest thereon. (f) The CARAT 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 CARAT Owner Trustee, result in the Trust’s 's becoming taxable as a corporation for federal income tax purposes. The CARAT 20 -SN 2007-SN1 Certificateholders shall not direct the CARAT Owner Trustee to take action or themselves take any action that would violate the provisions of this Section 6.1.