Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument. (b) The Indenture 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 paragraph does not limit the effect of paragraph (a) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture 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 the terms of this Indenture or any other Basic Documents. (c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section. (d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (f) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture) (h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breach.
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Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. .
(b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; provided, further, however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this AgreementIndenture, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(bc) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconductmisconduct or bad faith, except that:
(i) this paragraph does not limit the effect of paragraph (ab) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(cd) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.[Reserved]
(de) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(ef) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.[Reserved]
(fg) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) Every provision of this Indenture relating that in any way relates to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture).
(hi) In Except as otherwise specifically set forth in the Sale and Servicing Agreement, in no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(ij) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, Trustee shall only be charged with actual knowledge of any default, Default or an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Default or Event of Default or breach or the Indenture Trustee receives written notice of such default, Default or Event of Default or breach in accordance with the provisions of this Indenture from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Default or Event of Default or breachDefault.
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Duties of Indenture Trustee. (a) If an Indenture Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights follow such instructions and powers vested in directions as it by this Indenture may receive pursuant to Section 5.2 hereof and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. .
(b) Except during the continuance of an Indenture Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Basic Documents and no implied covenants or obligations shall be read into this Indenture or the Basic Documents against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its partfaith, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that Indenture and the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentBasic Documents; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to Indenture and the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrumentBasic Documents.
(bc) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own bad faith or willful misconduct, except that:
(i) this paragraph does not limit the effect of paragraph (ab) of this Section;Section 6.1; and
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing AgreementIndenture.
(fe) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur liability (financial liability or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.
(gf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement6.1.
(ig) The Without limiting the generality of this Section, the Indenture Trustee shall have no duty (iA) to see to any recording, filing, filing or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interestinterest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien Lien or encumbrance of any kind owing with respect to, assessed or levied against, against any part of the Trust Fund. The Indenture TrusteeTrust, (D) to confirm, recalculate or a Responsible Officer thereof, shall only be charged with actual knowledge verify the contents or accuracy of any default, an Event of Default reports or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or certificates delivered to the Indenture Trustee receives written notice of such default, Event of Default pursuant to this Indenture or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, Sale and Servicing Agreement believed by the Indenture Trustee shall not to be required genuine and to take notice and in have been signed or presented by the absence proper party or parties, or (E) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of such actual notice and knowledgeany of the Issuer’s, the Indenture Seller’s or the Servicer’s representations, warranties or covenants or the Servicer’s duties and obligations as Servicer and as custodian of the Certificates of Title of the Financed Vehicles under the Sale and Servicing Agreement.
(h) In no event shall Computershare Trust Company, N.A., in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee may conclusively assume that there is no such defaultunder the Delaware Statutory Trust Act, Event of Default common law, or breachthe Trust Agreement.
Appears in 1 contract
Samples: Indenture (Credit Acceptance Corp)
Duties of Indenture Trustee. (a) If The Indenture Trustee, prior to the occurrence of an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgeKnowledge and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Base Indenture. If an Event of Default of which a Responsible Officer of the Indenture Trustee has Knowledge occurs and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Base Indenture, any Indenture Supplement and any other Transaction Document, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s its own affairs; provided, however, that the Indenture Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default, Amortization Period, Cash Sweep Condition, ARD Period or Servicer Termination Event of which a Responsible Officer of the Indenture Trustee has not received written notice; provided, further, that the Indenture Trustee shall have no liability in connection with any action or inaction due to the acts or failure to the act of the Controlling Class Representative in connection with any Event of Default, Amortization Period, Cash Sweep Condition, ARD Period or Servicer Termination Event or for acting or failing to act due to any direction or lack of direction from the Manager, the Servicer, the Controlling Class Representative or Noteholders. Any permissive right of the Indenture Trustee contained in this Base Indenture, any Indenture Supplement and any other Transaction Document shall not be construed as a duty. The Indenture Trustee shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Indenture Trustee. In the event that a Controlling Class Representative has not been selected pursuant to the provisions of Section 10.05(a), the Indenture Trustee’s sole obligation with respect to any consents, directions, instructions or actions of the Controlling Class Representative shall be to await direction from the Majority Controlling Class Noteholders. The Issuer shall seek the consent, direction, instruction or appropriate action from the Majority Controlling Class Noteholders and shall provide the Indenture Trustee with evidence of such consent, direction or instruction or the specific action to be taken. If the Issuer does not provide the Indenture Trustee with evidence that the Majority Controlling Class Noteholders has provided such consent, direction, instruction or specific action, the Indenture Trustee shall have no further responsibility with respect to the relevant proposed consent, direction, instruction or specific action. The Indenture Trustee shall be entitled to security indemnity reasonably satisfactory to the Indenture Trustee against the costs, expenses and liabilities that may be incurred by it in compliance with such request, order or direction.
(b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to any provision of this Base Indenture, any Indenture Supplement and any other Transaction Document, the Indenture Trustee shall examine them to determine whether they conform on their face to the requirements of this Base Indenture, any Indenture Supplement or any other Transaction Document. If any such instrument is found not to conform on its face to the requirements of this Base Indenture, any Indenture Supplement, or any other Transaction Document in a material manner, the Indenture Trustee shall take such action as it deems appropriate to have the instrument corrected. The Indenture Trustee shall not be responsible or liable for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Issuer, the Guarantor, the Asset Entities, the Manager, the Servicer, any actual or prospective Noteholder or Note Owner or any [***], and accepted by the Indenture Trustee in good faith, pursuant to this Base Indenture, any Indenture Supplement or any other Transaction Document. Except during as otherwise provided herein, the continuance Indenture Trustee shall not be responsible for recomputing, recalculating or verifying any information provided by the Servicer or the Manager pertaining to any report, distribution statement or Officer’s Certificate.
(c) No provision of this Base Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeKnowledge, and after the curing or waiving of all Events of Default which may have occurred, the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Base Indenture, the Indenture Trustee undertakes to perform shall not be liable except for the performance of such duties and only such duties obligations as are specifically set forth in this Base Indenture or any Indenture Supplement and no implied duties, covenants or obligations shall be read into this Base Indenture or any other Transaction Document against the Indenture Trustee. .
(ii) In the absence of bad faith or negligence on its partthe part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, any certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Base Indenture and any Indenture Supplement.
(iii) The Indenture Trustee shall not be responsible liable for any action taken or omitted to be taken by it at the accuracy or content direction of any such resolution, certificate, statement, opinion, report, document, order or other instrument; howeverthe Manager, the Indenture Trustee shall examine Issuer, the certificates and opinions Servicer, the Controlling Class Representative or Noteholders pursuant to determine whether this Base Indenture, any other Transaction Document or not they conform applicable law, including without limitation relating to the requirements of this Indenture. If time, method and place for conducting any such instrument is found not proceeding for any remedy available to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requestingexercising any trust or power conferred upon the Indenture Trustee under this Base Indenture or any other circumstances in which such direction is required or permitted by the terms of this Base Indenture, does not receive a satisfactorily corrected instrumentany other Transaction Document or applicable law.
(biv) The Indenture 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 paragraph does not limit the effect of paragraph (a) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Indenture Trustee unless it is shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and.
(iiiv) The Indenture Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of gross negligence or willful misconduct which it believes to be authorized or within the discretion or rights or powers conferred upon it by this Base Indenture, any other Transaction Document or applicable law.
(vi) The Indenture Trustee shall not be liable with respect to any action it takes taken, suffered or omits omitted to take be taken by the Indenture Trustee, in good faith in accordance with a this Base Indenture or the direction received by it pursuant of Noteholders entitled to at least 25% (or, as to any particular matter, any higher percentage as may be specifically provided for hereunder) of the Voting Rights relating to the terms time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture or any other Basic DocumentsBase Indenture.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(dvii) The Indenture Trustee shall not be liable for indebtedness evidenced by required to take notice or arising be deemed to have notice or knowledge of any event, Event of Default, Servicer Termination Event or other information hereunder or under any other Transaction Document unless either (1) a Responsible Officer shall have Knowledge of the Basic Documentssuch event, including principal Event of Default, Servicer Termination Event or interest on other information or (2) written notice of such event, Event of Default, Servicer Termination Event or other information referring to the Notes, or interest on this Base Indenture and any money Indenture Supplement shall have been received by it except as a Responsible Officer in accordance with the provisions of this Base Indenture and any Indenture Supplement. In the absence of receipt of such Knowledge or written notice, the Indenture Trustee may agree in writing with the Issuerconclusively assume that no event, Event of Default or Servicer Termination Event shall have occurred and have no duty to otherwise determine whether such event, Event of Default, or Servicer Termination Event shall have occurred.
(eviii) Money held in trust by the Indenture Trustee need not be segregated from other funds except Subject to the extent required by law or the terms other provisions of this Indenture or Base Indenture, and without limiting the Sale and Servicing Agreement.
(f) No provision generality of this Indenture shall require the Indenture Trustee to advanceSection 11.01, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to not have any duty, except as expressly provided in the provisions of this Section and to the provisions of the TIA. 40 Transaction Documents, (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (iA) to see to cause any recording, filing, or depositing of this Base Indenture or any Indenture Supplement or any agreement referred to herein or therein or any financing statement or continuation statement evidencing a security interest, or to see to cause the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to or cause the maintenance of any insurance, (C) to confirm or verify the truth, accuracy or contents of any reports, resolutions, certificates, statements, instruments, opinions, notices, requests, consents, orders, approvals or other documentation of the Issuer, the Guarantor, the Asset Entities, the Manager, the Servicer, any Noteholder or Note Owner or any [***], delivered to the Indenture Trustee pursuant to this Base Indenture reasonably believed by the Indenture Trustee to be genuine, absent manifest error, and to have been signed or presented by the proper party or parties (iiiprovided, however, the Indenture Trustee may, upon direction of a Majority of Noteholders, make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer and any Asset Entity personally or by agent or attorney), and (D) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust FundCollateral other than from funds available in the Collection Account (provided, that such assessment, charge, lien or encumbrance did not arise out of the Indenture Trustee’s willful misconduct, bad faith or negligence). The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be responsible (i) for the existence, genuineness or value of any of the Collateral, (ii) for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, (iii) for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, (iv) for the validity of the title of the Obligors to the Collateral, (v) for insuring the Collateral, (vi) for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or (vii) the legality, enforceability, effectiveness or sufficiency of the Transaction Documents. The Indenture Trustee shall have no duty to inquire as to the performance or observance of any of the terms of the Indenture or the other Transaction Documents by the Issuer or any other Person.
(ix) Notwithstanding anything to the contrary contained in this Base Indenture or any of the other Transaction Documents, no provision of this Base Indenture or any of the other Transaction Documents shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or exercises of its rights or powers hereunder. The Indenture Trustee may refuse to perform any duty or exercise any right or power unless it receives security and/or indemnity satisfactory to it against any risk, loss, liability or expense, including, without limitation, any actions taken at the direction of the Noteholders pursuant to Sections 10.07(f), 10.08(a) or 10.09.
(x) The Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Base Indenture or at the direction of the Manager, the Issuer, the Servicer, the Controlling Class Representative or Noteholders relating to exercising any trust or power conferred upon the Indenture Trustee under this Base Indenture, any other Transaction Document or applicable law.
(xi) None of the provisions contained in this Base Indenture or any Indenture Supplement shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under the Servicing Agreement except during such time, if any, as the Indenture Trustee shall be successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Base Indenture and the Servicing Agreement.
(xii) The rights, protections, immunities and indemnities given to the Indenture Trustee hereunder are extended to and shall be enforceable by Citibank, N.A., in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.
(xiii) If the same Person is acting as Indenture Trustee and Note Registrar, then any notices required to be given by such Person in one such capacity shall be deemed to have been timely given to itself in any other such capacity.
(xiv) If at any time the Indenture Trustee in any capacity is required to take notice action at the direction of the Controlling Class Representative or is entitled to seek direction from the Controlling Class Representative but no Controlling Class Representative has been elected or the Controlling Class Representative has resigned and in the absence of such actual notice and knowledgenot been replaced, then the Indenture Trustee may conclusively assume request written instructions from the holders of the Controlling Class and may act in accordance with the written direction of the majority of the Controlling Class with no liability therefor.
(d) The Indenture Trustee is hereby directed to execute and deliver any Transaction Document to which it is a party.
(e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Base Indenture or any Indenture Supplement.
(g) Every provision in this Base Indenture and any Indenture Supplement that there in any way relates to the Indenture Trustee is no such default, Event subject to paragraphs (a) through (f) of Default or breachthis Section 11.01.
Appears in 1 contract
Samples: Base Indenture (Tucows Inc /Pa/)
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In the 42 (2014-B Indenture) absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(b) The Indenture 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 paragraph does not limit the effect of paragraph (a) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(f) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 43 (2014-A B Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breach.
Appears in 1 contract
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. .
(b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, with respect to any such certificates or opinions that are required to be delivered to the Indenture Trustee pursuant to this Indenture, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(bc) The Indenture 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 paragraph does not limit the effect of paragraph (ab) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic DocumentsDocument.
(cd) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b), (c) and (g) of this Section.
(de) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(ef) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(fg) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture).
(hi) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(ij) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust FundEstate. The For purposes of this Section 6.01 and Section 8.03(c), the Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, default or an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, default or Event of Default or breach or the Indenture Trustee receives written notice of such default, default or Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, default or Event of Default or breachDefault.
Appears in 1 contract
Samples: Indenture (Goldman Sachs Asset Backed Securities Corp)
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. .
(b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault, the Indenture Trustee undertakes to perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others, and no implied covenants or obligations of the Indenture Trustee shall be read into this Indenture.
(c) No provision of this Indenture against shall be construed to relieve the Indenture Trustee. In Trustee or any Agent from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:
(i) this subsection does not limit the absence effect of bad faith or negligence on its part, subsection (b) of this Section 7.01;
(ii) the Indenture Trustee may conclusively in good faith rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee it and conforming to the requirements of this IndentureIndenture unless a Responsible Officer of the Indenture Trustee has actual knowledge that such statements or opinions are false; provided, however, provided that the Indenture Trustee shall not be responsible for the accuracy or content of any examine such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements ;
(iii) each of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(b) The Indenture 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 paragraph does not limit the effect of paragraph (a) of this Section;
(ii) the Indenture Trustee and each Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is proved that the Indenture Trustee or Agent, as the case may be, was negligent in ascertaining the pertinent facts; and;
(iiiiv) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with the direction of Holders representing at least a direction received by it majority of the aggregate principal amount of the Outstanding Notes of any series or pursuant to Section 6.07 for actions or omissions relating to the terms time, method and place of this Indenture or conducting any other Basic Documents.
(c) Every provision of this Indenture that in proceeding for any way relates remedy available to the Indenture Trustee is subject Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture with respect to this Section.any Notes; and
(dv) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(f) No no provision of this Indenture shall require the Indenture Trustee or any Agent to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gd) Every Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement7.01.
(ie) The Indenture Trustee shall have no duty (i) to see to any recordingshall, filingon behalf of the Company, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see and to the maintenance extent that the relevant information shall be reasonably available to it, submit such reports or information as may be required from time to time in relation to the issue of any such recording or filing or depositing or Notes by applicable law, regulations and guidelines by governmental regulatory authorities as may be subsequently requested by the Company and agreed to any rerecording, re-filing or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to in writing between the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of Company and the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breach.
Appears in 1 contract
Duties of Indenture Trustee. (a) If an Indenture Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights follow such instructions and powers vested in directions as it by this Indenture may receive pursuant to Section 5.2 hereof and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. .
(b) Except during the continuance of an Indenture Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Basic Documents and no implied covenants or obligations shall be read into this Indenture or the Basic Documents against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its partfaith, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that Indenture and the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentBasic Documents; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to Indenture and the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrumentBasic Documents.
(bc) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own bad faith or willful misconduct, except that:
(i) this paragraph does not limit the effect of paragraph (ab) of this Section;Section 6.1; and
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing AgreementIndenture.
(fe) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur liability (financial liability or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.. 22670589.4
(gf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement6.1.
(ig) The Without limiting the generality of this Section, the Indenture Trustee shall have no duty (iA) to see to any recording, filing, filing or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interestinterest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien Lien or encumbrance of any kind owing with respect to, assessed or levied against, against any part of the Trust Fund. The Indenture TrusteeTrust, (D) to confirm, recalculate or a Responsible Officer thereof, shall only be charged with actual knowledge verify the contents or accuracy of any default, an Event of Default reports or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or certificates delivered to the Indenture Trustee receives written notice of such default, Event of Default pursuant to this Indenture or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, Sale and Servicing Agreement believed by the Indenture Trustee shall not to be required genuine and to take notice and in have been signed or presented by the absence proper party or parties, or (E) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of such actual notice and knowledgeany of the Issuer’s, the Indenture Seller’s or the Servicer’s representations, warranties or covenants or the Servicer’s duties and obligations as Servicer and as custodian of the Certificates of Title of the Financed Vehicles under the Sale and Servicing Agreement.
(h) In no event shall Xxxxx Fargo Bank, National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee may conclusively assume that there is no such defaultunder the Delaware Statutory Trust Act, Event of Default common law, or breachthe Trust Agreement.
Appears in 1 contract
Samples: Indenture (Credit Acceptance Corp)
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Trust Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. .
(a) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In ; and in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee provided under this Indenture and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine any Officer’s Certificate or Opinion of Counsel issued pursuant to the certificates and opinions provisions of this Indenture to determine whether or not they conform to the requirements of this Indenture. If ; if any such instrument is found not to conform in any material respect to the requirements of this AgreementIndenture, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(b) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, its own bad faith or its own willful misconduct, except that:
(i) this paragraph does not limit the effect of paragraph (a) of this SectionSection 6.01;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 in accordance with the terms of this Indenture or any other Basic DocumentsDocument.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(ed) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law Applicable Law or the terms of this Indenture or the Sale and Servicing Agreement.
(fe) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.
(gf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions 6.01.
(g) Except as provided in Section 8.03(b) of the TIA. 40 (2014-A Indenture)
(h) In no event shall Sale and Servicing Agreement, the Indenture Trustee shall not be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(ih) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any UCC financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust FundAccount Property. The Indenture Trustee shall take all actions as directed in writing by the Noteholders representing a majority of the Note Balance of the Outstanding Notes of the Controlling Class that are consistent with this Indenture. For purposes of this Section 6.01, the Indenture Trustee, or a Responsible Trust Officer thereof, shall only be charged with actual knowledge of any default, Default or an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Trust Officer actually knows of such default, Default or Event of Default or breach or the Indenture Trustee receives written notice of such default, Default or Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notesany Noteholder in accordance with Section 11.04. Notwithstanding Subject to the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Default or Event of Default or breachDefault.
Appears in 1 contract
Duties of Indenture Trustee. (a) If an Indenture Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights follow such instructions and powers vested in directions as it by this Indenture may receive pursuant to Section 5.2 hereof and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. .
(b) Except during the continuance of an Indenture Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Basic Documents and no implied covenants or obligations shall be read into this Indenture or the Basic Documents against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its partfaith, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that Indenture and the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentBasic Documents; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to Indenture and the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrumentBasic Documents.
(bc) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own bad faith or willful misconduct, except that:
(i) this paragraph does not limit the effect of paragraph (ab) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this SectionSection 5.12.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing AgreementIndenture.
(fe) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur liability (financial liability or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.
(gf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing AgreementSection.
(ig) The Without limiting the generality of this Section, the Indenture Trustee shall have no duty (iA) to see to any recording, filing, filing or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interestinterest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien Lien or encumbrance of any kind owing with respect to, assessed or levied against, against any part of the Trust, (D) to confirm or verify the contents of any reports or certificates delivered to the Indenture Trustee pursuant to this Indenture or the Sale and Servicing Agreement believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Issuer's, the Seller's or the Servicer's representations, warranties or covenants or the Servicer's duties and obligations as Servicer and as custodian of the original Certificates of Title of the Financed Vehicles under the Sale and Servicing Agreement.
(h) In no event shall JPMorgan Chase Bank, N.A., in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust FundAct, common law, or the Trust Agreement.
(i) The Indenture Trustee shall, upon reasonable prior written notice to the Indenture Trustee by the Class A Insurer or the Backup Insurer, permit any representative of the Class A Insurer or the Backup Insurer, during the Indenture Trustee's normal business hours, at its offices, to examine all books of account, records, reports and other papers of the Indenture Trustee relating to the Class A Notes or the Collateral, to make copies and extracts therefrom and to discuss the Indenture Trustee's affairs and actions, as such affairs and actions relate to the Indenture Trustee's duties with respect to the Class A Notes or the Collateral, with the Indenture Trustee's officers and employees responsible for carrying out the Indenture Trustee's duties with respect to the Collateral or the Class A Notes. The Any expenses incurred in connection with such examination shall be payable by the Issuer to the Class A Insurer, the Backup Insurer or the Indenture Trustee, or a Responsible Officer thereofas applicable, shall only be charged in accordance with actual knowledge Section 5.08(a) of the Sale and Servicing Agreement.
(j) The Indenture Trustee shall, and agrees that it will hold any proceeds of any defaultclaim under the Class A Note Insurance Policy or Backup Insurance Policy in trust, an Event of Default or a breach of any representation or warranty by solely for the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% use and benefit of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breachClass A Noteholders.
Appears in 1 contract
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing continuing, of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. .
(b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Default:
(i) Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the other Basic Documents to which it is a party and no implied covenants or obligations shall be read into this Indenture and the other Basic Documents against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that Indenture and the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentBasic Documents; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to Indenture and the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrumentother Basic Documents.
(bc) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful wilful misconduct, except that:
(i) this paragraph does not limit the effect of paragraph (ab) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 any Basic Document or the terms direction of this Indenture or any other Basic Documents.
(c) Every provision the Holders of this Indenture that a majority in any way relates to principal amount of the Indenture Trustee is subject to this Sectionrequired Notes.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the IssuerOwner Trustee.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(f) No provision of this Indenture or any other Basic Document shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture and each other Basic Document relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture).
(h) In no event Indenture Trustee shall take all actions required to be taken by the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breach.
Appears in 1 contract
Samples: Indenture (Bond Securitization LLC)
Duties of Indenture Trustee. (a) If an Indenture Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights follow such instructions and powers vested in directions as it by this Indenture may receive pursuant to Section 5.2 hereof and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. .
(b) Except during the continuance of an Indenture Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Basic Documents and no implied covenants or obligations shall be read into this Indenture or the Basic Documents against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its partfaith, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that Indenture and the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentBasic Documents; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to Indenture and the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrumentBasic Documents.
(bc) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own bad faith or willful misconduct, except that:
(i) this paragraph does not limit the effect of paragraph (ab) of this Section;Section 6.1; and
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing AgreementIndenture.
(fe) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur liability (financial liability or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.. 23133277.4
(gf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement6.1.
(ig) The Without limiting the generality of this Section, the Indenture Trustee shall have no duty (iA) to see to any recording, filing, filing or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interestinterest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien Lien or encumbrance of any kind owing with respect to, assessed or levied against, against any part of the Trust Fund. The Indenture TrusteeTrust, (D) to confirm, recalculate or a Responsible Officer thereof, shall only be charged with actual knowledge verify the contents or accuracy of any default, an Event of Default reports or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or certificates delivered to the Indenture Trustee receives written notice of such default, Event of Default pursuant to this Indenture or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, Sale and Servicing Agreement believed by the Indenture Trustee shall not to be required genuine and to take notice and in have been signed or presented by the absence proper party or parties, or (E) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of such actual notice and knowledgeany of the Issuer’s, the Indenture Seller’s or the Servicer’s representations, warranties or covenants or the Servicer’s duties and obligations as Servicer and as custodian of the Certificates of Title of the Financed Vehicles under the Sale and Servicing Agreement.
(h) In no event shall Xxxxx Fargo Bank, National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee may conclusively assume that there is no such defaultunder the Delaware Statutory Trust Act, Event of Default common law, or breachthe Trust Agreement.
Appears in 1 contract
Samples: Indenture (Credit Acceptance Corp)
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. .
(b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; provided, further, however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(bc) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconductmisconduct or bad faith, except that:
(i) this paragraph does not limit the effect of paragraph (ab) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(cd) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.[Reserved]
(de) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(ef) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.[Reserved]
(fg) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) Every provision of this Indenture relating that in any way relates to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture).
(hi) In Except as otherwise specifically set forth in the Sale and Servicing Agreement, in no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(ij) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The For purposes of this Section 6.01 and Section 8.03(c), the Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, default or an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, default or Event of Default or breach or the Indenture Trustee receives written notice of such default, default or Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, default or Event of Default or breachDefault.
Appears in 1 contract
Duties of Indenture Trustee. (a) If an Indenture Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights follow such instructions and powers vested in directions as it by this Indenture may receive pursuant to Section 5.2 hereof and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. .
(b) Except during the continuance of an Indenture Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Basic Documents and no implied covenants or obligations shall be read into this Indenture or the Basic Documents against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its partfaith, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that Indenture and the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentBasic Documents; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to Indenture and the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrumentBasic Documents.
(bc) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own bad faith or willful misconduct, except that:
(i) this paragraph does not limit the effect of paragraph (ab) of this Section;Section 6.1; and
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing AgreementIndenture.
(fe) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur liability (financial liability or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable 20510355.11 grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.
(gf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement6.1.
(ig) The Without limiting the generality of this Section, the Indenture Trustee shall have no duty (iA) to see to any recording, filing, filing or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interestinterest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien Lien or encumbrance of any kind owing with respect to, assessed or levied against, against any part of the Trust Fund. The Indenture TrusteeTrust, (D) to confirm or a Responsible Officer thereof, shall only be charged with actual knowledge verify the contents of any default, an Event of Default reports or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or certificates delivered to the Indenture Trustee receives written notice of such default, Event of Default pursuant to this Indenture or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, Sale and Servicing Agreement believed by the Indenture Trustee shall not to be required genuine and to take notice and in have been signed or presented by the absence proper party or parties, or (E) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of such actual notice and knowledgeany of the Issuer’s, the Indenture Seller’s or the Servicer’s representations, warranties or covenants or the Servicer’s duties and obligations as Servicer and as custodian of the Certificates of Title of the Financed Vehicles under the Sale and Servicing Agreement.
(h) In no event shall Xxxxx Fargo Bank, National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee may conclusively assume that there is no such defaultunder the Delaware Statutory Trust Act, Event of Default common law, or breachthe Trust Agreement.
Appears in 1 contract
Samples: Indenture (Credit Acceptance Corp)
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgeknowledge has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the Sale and Servicing Agreement and in the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. .
(b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, :
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture or the Sale and Servicing Agreement and no implied covenants or obligations shall be read into this Indenture or the Sale and Servicing Agreement against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence manifest error on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not Indenture and the other Transaction Documents to conform in any material respect to the requirements of this Agreement, which the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive is a satisfactorily corrected instrumentparty.
(bc) The Indenture 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 paragraph does not limit the effect of paragraph (a) of this SectionSECTION 6.01(b);
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and;
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.SECTION 5.12;
(civ) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by required to take notice or arising under be deemed to have notice or knowledge of any default unless a Responsible Officer of the Basic DocumentsIndenture Trustee shall have received written notice thereof. In the absence of receipt of such notice, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.conclusively assume that there is no default; and
(ev) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(f) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture TrusteeCollateral other than from funds available in the Collection Account, (D) except as provided in SECTION 6.01(b)(ii), to confirm or a Responsible Officer thereof, shall only be charged with actual knowledge verify the contents of any default, an Event reports or certificates of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or Servicer deliver to the Indenture Trustee receives written notice pursuant to this Indenture believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties.
(d) Every provision of such defaultthis Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), Event (b) and (c) of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the this Section.
(e) The Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, liable for interest on any money received by it except as the Indenture Trustee may conclusively assume agree in writing with the Issuer.
(f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that there repayments of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(h) The Indenture Trustee shall have no such default, Event discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of Default this Trust as set forth in this Indenture.
(i) Every provision of this Indenture relating to the conduct or breachaffecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this section and to the provisions of the TIA.
Appears in 1 contract
Duties of Indenture Trustee. (a) If The Indenture Trustee, prior to the occurrence of an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgeKnowledge and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and shall be liable in accordance herewith only to the extent of such duties. If an Event of Default of which a Responsible Officer of the Indenture Trustee has Knowledge occurs and is continuing, the Indenture Trustee (or the Servicer on its behalf) shall exercise such of the rights and powers vested in it by this Indenture Indenture, any Series Supplement and any other Transaction Document, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s its own affairs. Except during Any permissive right of the continuance Indenture Trustee contained in this Indenture, any Series Supplement or any other Transaction Document shall not be construed as a duty.
(b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to any provision of this Indenture, any Series Supplement or any other Transaction Document, the Indenture Trustee shall examine them to determine whether they conform on their face to the requirements of this Indenture, such Series Supplement or such other Transaction Document. If any such instrument is found not to conform on its face to the requirements of this Indenture, such Series Supplement or such other Transaction Document in a material manner, the Indenture Trustee shall request the person providing such instrument to correct such instrument. The Indenture Trustee shall not be responsible or liable for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Issuer, the Guarantor, the Asset Entities, the Manager, the Servicer, any actual or prospective Noteholder or Note Owner or any Rating Agency, and accepted by the Indenture Trustee in good faith, pursuant to this Indenture, any Series Supplement or any other Transaction Document. The Indenture Trustee shall not be responsible for recomputing, recalculating, certifying or verifying any information provided by the Servicer or the Manager pertaining to any Manager Report, Monthly Report, any other report, distribution statement, Officer’s Certificate, instrument or document.
(c) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeKnowledge, and after the curing or waiving of all Events of Default which may have occurred, the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee undertakes to perform shall not be liable except for the performance of such duties and only such duties obligations as are specifically set forth in this Indenture or any Series Supplement and no implied covenants or obligations shall be read into this Indenture or any Series Supplement against the Indenture Trustee. .
(ii) In the absence of bad faith or negligence on its partthe part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the any certificates, reports, resolutions, documents, orders, or opinions or other instruments documents furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(biii) The Indenture 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 paragraph does not limit the effect of paragraph (a) of this Section;
(ii) the Indenture Trustee shall not be liable for any actions taken or error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Indenture Trustee unless it is shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and.
(iiiiv) the The Indenture Trustee shall not be liable with respect to any action it takes taken, suffered or omits omitted to take be taken by the Indenture Trustee, in good faith in accordance with a direction received by it pursuant to the terms of this Indenture or the direction of Noteholders representing more than 25.0% (or, as to any other Basic Documentsparticular matter, any higher percentage as may be specifically provided for hereunder) of the aggregate Class Principal Balances of all Classes of Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(dv) The Indenture Trustee shall not be liable for indebtedness evidenced by required to act or arising under to take notice or be deemed to have notice or knowledge of, or to give any notice of, a default, event (including any Event of the Basic DocumentsDefault or Servicer Termination Event) or information unless either (1) a Responsible Officer shall have Knowledge of such default, event (including principal any Event of Default or interest on Servicer Termination Event ) or information or (2) written notice of such Event of Default or Servicer Termination Event referring to the Notes, or interest on this Indenture and any money Series Supplement shall have been received by it except as a Responsible Officer in accordance with the provisions of this Indenture and any Series Supplement. In the absence of receipt of such notice or Knowledge, the Indenture Trustee may agree in writing with the Issuerconclusively assume that there is no default, Event of Default or Servicer Termination Event.
(evi) Money held in trust by the Indenture Trustee need not be segregated from other funds except Subject to the extent required by law or the terms other provisions of this Indenture or Indenture, and without limiting the Sale and Servicing Agreement.
(f) No provision generality of this Indenture shall require the Indenture Trustee to advanceSection 11.02, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 not have any duty, (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (iA) to see to cause any recording, filing, or depositing of this Indenture or any Series Supplement or any agreement referred to herein or therein or any financing statement or continuation statement evidencing a security interest, or to see to cause the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to or cause the maintenance of any insurance, (C) to confirm or verify the truth, accuracy or contents of any reports, certificates or other documentation of the Issuer, the Guarantor, the Asset Entities, the Manager, the Servicer, any Noteholder or Note Owner or any Rating Agency, delivered to the Indenture Trustee pursuant to this Indenture reasonably believed by the Indenture Trustee to be genuine and without manifest error and to have been signed or presented by the proper party or parties (iiiprovided, however, the Indenture Trustee may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer and any Asset Entity personally or by agent or attorney), and (D) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Collateral other than from funds available in the Collection Accounts (provided, that such assessment, charge, lien or encumbrance did not arise out of the Indenture Trustee, ’s willful misconduct or a Responsible Officer thereof, negligence).
(vii) None of the provisions contained in this Indenture or any Series Supplement shall only be charged with actual knowledge of in any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or event require the Indenture Trustee receives written notice to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under the Servicing Agreement except during such defaulttime, Event of Default or breach from if any, as the IssuerIndenture Trustee shall be successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or Noteholders owning Notes aggregating not less than 10% in accordance with the terms of this Indenture and the Outstanding Amount Servicing Agreement.
(viii) The rights, protections, immunities and indemnities given to the Indenture Trustee hereunder are extended to and shall be enforceable by the Person acting as Indenture Trustee hereunder in each of its other capacities hereunder and as Indenture Trustee under the Notes. Notwithstanding other Transaction Documents.
(ix) If the foregoingsame Person is acting as Indenture Trustee and Note Registrar, the then any notices required to be given by such Person in one such capacity shall be deemed to have been timely given to itself in any other such capacity.
(d) The Indenture Trustee is hereby directed to execute and deliver any Transaction Document to which it is a party.
(e) The Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, liable for interest on any money received by it except as the Indenture Trustee may conclusively assume agree in writing with the Issuer.
(f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or any Series Supplement.
(g) Every provision in this Indenture and any Series Supplement that there in any way relates to the Indenture Trustee is no such default, Event subject to paragraphs (a) through (f) of Default or breachthis Section 11.02.
Appears in 1 contract
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(b) The Indenture 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 paragraph does not limit the effect of paragraph (a) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.. 39 (2012-C Indenture)
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(f) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture).
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breach.
Appears in 1 contract
Duties of Indenture Trustee. (a) If an Indenture Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights follow such instructions and powers vested in directions as it by this Indenture may receive pursuant to Section 5.2 hereof and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. .
(b) Except during the continuance of an Indenture Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Basic Documents and no implied covenants or obligations shall be read into this Indenture or the Basic Documents against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its partfaith, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that Indenture and the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentBasic Documents; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to Indenture and the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrumentBasic Documents.
(bc) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own bad faith or willful misconduct, except that:
(i) this paragraph does not limit the effect of paragraph (ab) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this SectionSection 5.12.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing AgreementIndenture.
(fe) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur liability (financial liability or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.
(gf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing AgreementSection.
(ig) The Without limiting the generality of this Section, the Indenture Trustee shall have no duty (iA) to see to any recording, filing, filing or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interestinterest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien Lien or encumbrance of any kind owing with respect to, assessed or levied against, against any part of the Trust, (D) to confirm or verify the contents of any reports or certificates delivered to the Indenture Trustee pursuant to this Indenture or the Sale and Servicing Agreement believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Issuer's, the Seller's or the Servicer's representations, warranties or covenants or the Servicer's duties and obligations as Servicer and as custodian of the original Certificates of Title of the Financed Vehicles under the Sale and Servicing Agreement.
(h) In no event shall JPMorgan Chase Bank, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust FundAct, common law, or the Trust Agreement.
(i) The Indenture Trustee shall, upon reasonable prior written notice to the Indenture Trustee by the Class A Insurer, permit any representative of the Class A Insurer, during the Indenture Trustee's normal business hours, at its offices, to examine all books of account, records, reports and other papers of the Indenture Trustee relating to the Class A Notes or the Collateral, to make copies and extracts therefrom and to discuss the Indenture Trustee's affairs and actions, as such affairs and actions relate to the Indenture Trustee's duties with respect to the Class A Notes or the Collateral, with the Indenture Trustee's officers and employees responsible for carrying out the Indenture Trustee's duties with respect to the Collateral or the Class A Notes. The Any expenses incurred in connection with such examination shall be payable by the Issuer to the Class A Insurer or the Indenture Trustee, or a Responsible Officer thereofas applicable, shall only be charged in accordance with actual knowledge Section 5.08(a) of the Sale and Servicing Agreement.
(j) The Indenture Trustee shall, and agrees that it will hold any proceeds of any defaultclaim under the Class A Note Policy in trust, an Event of Default or a breach of any representation or warranty by solely for the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% use and benefit of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breachClass A Noteholders.
Appears in 1 contract
Duties of Indenture Trustee. (a) If an Indenture Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights follow such instructions and powers vested in directions as it by this Indenture may receive pursuant to Section 5.2 hereof and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. .
(b) Except during the continuance of an Indenture Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Basic Documents and no implied covenants or obligations shall be read into this Indenture or the Basic Documents against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its partfaith, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that Indenture and the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentBasic Documents; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to Indenture and the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrumentBasic Documents.
(bc) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own bad faith or willful misconduct, except that:
(i) this paragraph does not limit the effect of paragraph (ab) of this Section;Section 6.1; and
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing AgreementIndenture.
(fe) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur liability (financial liability or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.. 21345541.5
(gf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement6.1.
(ig) The Without limiting the generality of this Section, the Indenture Trustee shall have no duty (iA) to see to any recording, filing, filing or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interestinterest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien Lien or encumbrance of any kind owing with respect to, assessed or levied against, against any part of the Trust Fund. The Indenture TrusteeTrust, (D) to confirm or a Responsible Officer thereof, shall only be charged with actual knowledge verify the contents of any default, an Event of Default reports or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or certificates delivered to the Indenture Trustee receives written notice of such default, Event of Default pursuant to this Indenture or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, Sale and Servicing Agreement believed by the Indenture Trustee shall not to be required genuine and to take notice and in have been signed or presented by the absence proper party or parties, or (E) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of such actual notice and knowledgeany of the Issuer’s, the Indenture Seller’s or the Servicer’s representations, warranties or covenants or the Servicer’s duties and obligations as Servicer and as custodian of the Certificates of Title of the Financed Vehicles under the Sale and Servicing Agreement.
(h) In no event shall Xxxxx Fargo Bank, National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee may conclusively assume that there is no such defaultunder the Delaware Statutory Trust Act, Event of Default common law, or breachthe Trust Agreement.
Appears in 1 contract
Samples: Indenture (Credit Acceptance Corp)
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. .
(b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; provided, further, however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this AgreementIndenture, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(bc) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconductmisconduct or bad faith, except that:
(i) this paragraph does not limit the effect of paragraph (ab) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(cd) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.[Reserved]
(de) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(ef) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.[Reserved]
(fg) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) Every provision of this Indenture relating that in any way relates to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture).
(hi) In Except as otherwise specifically set forth in the Sale and Servicing Agreement, in no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(ij) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The For purposes of this Section 6.01 and Section 8.03(c), the Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, default or an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, default or Event of Default or breach or the Indenture Trustee receives written notice of such default, default or Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, default or Event of Default or breachDefault.
Appears in 1 contract
Samples: Indenture (BMW Fs Securities LLC)
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(b) The Indenture 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 paragraph does not limit the effect of paragraph (a) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.. 39 (2006-A Indenture)
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(f) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture).
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, default or an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, default or Event of Default or breach or the Indenture Trustee receives written notice of such default, default or Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, default or Event of Default or breachDefault.
Appears in 1 contract
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 39 (2013-B Indenture) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(b) The Indenture 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 paragraph does not limit the effect of paragraph (a) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(f) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (20142013-A B Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breach.
Appears in 1 contract
Samples: Indenture (Hyundai Abs Funding Corp)
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(b) The Indenture 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 paragraph does not limit the effect of paragraph (a) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.. 39 (2012-B Indenture)
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(f) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture).
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breach.
Appears in 1 contract
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. .
(b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; provided, further, however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this AgreementIndenture, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(bc) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconductmisconduct or bad faith, except that:
(i) this paragraph does not limit the effect of paragraph (ab) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(cd) Every provision of this Indenture that Notwithstanding anything to the contrary contained herein, in any way relates to no event shall the Indenture Trustee is subject be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to this Sectionlost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(de) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(ef) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement[Reserved.]
(fg) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) Every provision of this Indenture relating that in any way relates to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture).
(hi) In Except as otherwise specifically set forth in the Sale and Servicing Agreement, in no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(ij) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust FundEstate.
(k) The Indenture Trustee shall determine LIBOR as of each LIBOR Determination Date for so long as the Class A-2b Notes are Outstanding. All determinations of LIBOR by the Indenture Trustee, in absence of manifest error, shall be conclusive for all purposes and binding on the Noteholders. The Indenture Trustee, or a Responsible Officer thereof, Trustee shall only be charged with actual knowledge of any default, Default or an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document only if a Responsible Officer actually knows of such default, Default or Event of Default or breach or the Indenture Trustee receives written notice of such default, Default or Event of Default or breach in accordance with the provisions of this Indenture from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breach.
Appears in 1 contract
Samples: Indenture (BMW Fs Securities LLC)
Duties of Indenture Trustee. (a) If an Indenture Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights follow such instructions and powers vested in directions as it by this Indenture may receive pursuant to Section 5.2 hereof and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. .
(b) Except during the continuance of an Indenture Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Basic Documents and no implied covenants or obligations shall be read into this Indenture or the Basic Documents against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its partfaith, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that Indenture and the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentBasic Documents; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to Indenture and the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrumentBasic Documents.
(bc) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own bad faith or willful misconduct, except that:
(i) this paragraph does not limit the effect of paragraph (ab) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this SectionSection 5.12.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing AgreementIndenture.
(fe) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur liability (financial liability or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.
(gf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing AgreementSection.
(ig) The Without limiting the generality of this Section, the Indenture Trustee shall have no duty (iA) to see to any recording, filing, filing or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interestinterest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien Lien or encumbrance of any kind owing with respect to, assessed or levied against, against any part of the Trust, (D) to confirm or verify the contents of any reports or certificates delivered to the Indenture Trustee pursuant to this Indenture or the Sale and Servicing Agreement believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Issuer's, the Seller's or the Servicer's representations, warranties or covenants or the Servicer's duties and obligations as Servicer and as custodian of the original Certificates of Title of the Financed Vehicles under the Sale and Servicing Agreement.
(h) In no event shall JPMorgan Chase Bank, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust FundAct, common law, or the Trust Agreement.
(i) The Indenture Trustee shall, upon reasonable prior written notice to the Indenture Trustee by the Class A Insurer or the Backup Insurer, permit any representative of the Class A Insurer or the Backup Insurer, during the Indenture Trustee's normal business hours, at its offices, to examine all books of account, records, reports and other papers of the Indenture Trustee relating to the Class A Notes or the Collateral, to make copies and extracts therefrom and to discuss the Indenture Trustee's affairs and actions, as such affairs and actions relate to the Indenture Trustee's duties with respect to the Class A Notes or the Collateral, with the Indenture Trustee's officers and employees responsible for carrying out the Indenture Trustee's duties with respect to the Collateral or the Class A Notes. The Any expenses incurred in connection with such examination shall be payable by the Issuer to the Class A Insurer, the Backup Insurer or the Indenture Trustee, or a Responsible Officer thereofas applicable, shall only be charged in accordance with actual knowledge Section 5.08(a) of the Sale and Servicing Agreement.
(j) The Indenture Trustee shall, and agrees that it will hold any proceeds of any defaultclaim under the Class A Note Insurance Policy or Backup Insurance Policy in trust, an Event of Default or a breach of any representation or warranty by solely for the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% use and benefit of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breachClass A Noteholders.
Appears in 1 contract
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use in the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. .
(b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the factual statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture and the other Transaction Documents to which the Indenture Trustee is a party.
(c) The Indenture Trustee will provide the Servicer with file format specifications and systems standards required for its lease tracking systems. If any such instrument is found not to conform in any material respect to the requirements of this AgreementOn a monthly basis, the Indenture Trustee shall notify receive the Noteholders computer tape from the Servicer. The Indenture Trustee shall open such computer tape solely for the purpose of such instrument determining if it is in the event that a form compatible with the Indenture Trustee's systems and is otherwise readable and shall then store the computer tape. The Indenture Trustee shall have no responsibility whatsoever to confirm or verify any of the information contained in such computer tape. On an annual basis, after so requestingbeginning on July 20, does not receive 2000, the Indenture Trustee shall test the most recent computer tape from the Servicer to ensure that it is in readable form, identify the total number of contract records and aggregate principal amount of such Contracts on such computer tape and shall compare it with the information on the Monthly Report with the related computer tape and inform the Servicer of any discrepancies between the two. If discrepancies exist between the Monthly Report and the computer tape the Servicer shall deliver a satisfactorily corrected instrumenttape to the Indenture Trustee within five (5) days of receiving notice of the discrepancies. Following this annual review, the Indenture Trustee shall archive such computer tape. Other than specifically set forth in this Section 6.01(c), the Indenture Trustee shall have no responsibility whatsoever to confirm or verify any information on any computer tape delivered to the Indenture Trustee hereunder.
(bd) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, its own bad faith or its own willful misconduct, except that:
(i) this paragraph does not limit the effect of paragraph (a) of this SectionSection 6.01(b);
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic DocumentsSection 5.12.
(ce) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b) and (c) of this SectionSection 6.01.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(ef) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale Transfer and Servicing Agreement.
(fg) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.
(gh) The Indenture Trustee shall have no discretionary duties other than those explicitly set forth in this Indenture.
(i) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breach.
Appears in 1 contract
Samples: Indenture (Greatamerica Leasing Receivables 2000-1 LLC)
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. .
(b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, with respect to any such certificates or opinions that are required to be delivered to the Indenture Trustee pursuant to this Indenture, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(bc) The Indenture 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 paragraph does not limit the effect of paragraph (ab) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic DocumentsDocument.
(cd) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b), (c) and (g) of this Section.
(de) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(ef) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(fg) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture).
(hi) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement, except as contemplated by Section 8.03 of the Sale and Servicing Agreement.
(ij) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust FundEstate. The For purposes of this Section 6.01 and Section 5.03(c), the Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, default or an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, default or Event of Default or breach or the Indenture Trustee receives written notice of such default, default or Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, default or Event of Default or breachDefault.
Appears in 1 contract
Samples: Indenture (Morgan Stanley Auto Loan Trust 2004-Hb1)
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. ; provided, however, that if the Indenture Trustee shall assume the duties of the Master Servicer or the Subservicer, as the case may be, pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional Master Servicer or Subservicer, as the case may be, with respect to retail motor vehicle installment sale contracts that it administers or services, as the case may be, for itself or others.
(b) Except during the continuance of an Event of Default of which a Responsible Officer of Default:
(i) the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes shall undertake to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(bc) The Indenture 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 paragraph does not limit the effect of paragraph (a) of this SectionSection 6.01(b);
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic DocumentsSection 5.11.
(cd) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(de) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(ef) The Indenture Trustee acknowledges that it has reviewed the Sale and Servicing Agreement and agrees to perform all acts required to be performed by it thereunder. The Indenture Trustee shall be entitled to the benefits of this Section and references herein to the Indenture shall be read as references to the Indenture and the Sale and Servicing Agreement.
(g) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(fh) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powerspowers hereunder, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gi) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(ij) The Indenture Trustee shall have no duty not be charged with knowledge of any Event of Default unless either (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, of the Indenture Trustee shall only be charged with have actual knowledge of any default, an such Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives (ii) written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, shall have been given to the Indenture Trustee shall not be required to take notice and in accordance with the absence provisions of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breachthis Indenture.
Appears in 1 contract
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. .
(b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that in the case of certificates or opinions specifically required by any provision of this Indenture Trustee shall not to be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; howeverfurnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(bc) The Indenture 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 paragraph does not limit the effect of paragraph (ab) of this SectionSection 6.01;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic DocumentsSection 5.11.
(cd) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b), (c) and (g) of this Section.
(de) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the IssuerIssuing Entity.
(ef) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(fg) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture.
(gh) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Subject to the other provisions of this Indenture and the Basic Documents, the Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecordingre-recording, re-filing or redepositing of any thereof, (ii) to see to any insurance, insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. Collateral.
(j) The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence charged with knowledge of any Event of Default unless either (1) a Responsible Officer shall have actual knowledge of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breach(2) written notice of such Event of Default shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture.
Appears in 1 contract
Duties of Indenture Trustee. (a) If The Indenture Trustee, prior to the occurrence of an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgeKnowledge and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Base Indenture. If an Event of Default, an Amortization Period, Class A LTV Condition, an Expense Cash Flow Sweep Period or a Manager Termination Event of which a Responsible Officer of the Indenture Trustee has Knowledge occurs and is continuing (except in the case of the receipt of directions with respect to such matter from the Controlling Class Representative or the Majority Noteholders in accordance with the terms of this Base Indenture or another Transaction Document in which event the Indenture Trustee’s sole obligation will be to await such direction and act or refrain from acting in accordance therewith), the Indenture Trustee shall exercise such of the rights and powers vested in it by this Base Indenture, any Indenture Supplement and any other Transaction Document, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s its own affairs; provided, however, that the Indenture Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default, an Amortization Period, Class A LTV Condition, Expense Cash Flow Sweep Period or a Manager Termination Event of which a Responsible Officer has not received written notice; provided, further, that the Indenture Trustee shall have no liability in connection with any action or inaction due to the acts or failure to act of the Controlling Class Representative in connection with any Event of Default, Amortization Period, Class A LTV Condition, Expense Cash Flow Sweep Period or a Manager Termination Event or for acting or failing to act due to any direction or lack of direction from the Manager, the Controlling Class Representative or such Noteholders. Any permissive right of the Indenture Trustee contained in this Base Indenture, any Indenture Supplement and any other Transaction Document shall not be construed as a duty. The Indenture Trustee shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Indenture Trustee.
(b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to any provision of this Base Indenture, any Indenture Supplement and any other Transaction Document, the Indenture Trustee shall examine them to determine whether they conform on their face to the requirements of this Base Indenture, any Indenture Supplement or any other Transaction Document. If any such instrument is found not to conform on its face to the requirements of this Base Indenture, any Indenture Supplement, or any other Transaction Document in a material manner, the Indenture Trustee shall take such action as it deems appropriate to have the instrument corrected. The Indenture Trustee shall not be responsible or liable for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Co-Issuers, the Guarantors, the Asset Entities, the Manager, any actual or prospective Noteholder or Note Owner or any Rating Agency, and accepted by the Indenture Trustee in good faith, pursuant to this Base Indenture, any Indenture Supplement or any other Transaction Document. Except during as otherwise provided herein, the continuance Indenture Trustee shall not be responsible for recomputing, recalculating or verifying any information provided by the Manager pertaining to any report, distribution statement or Officer’s Certificate.
(c) No provision of this Base Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided however that:
(i) Prior to the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeKnowledge, and after the curing or waiving of all Events of Default which may have occurred, the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Base Indenture, the Indenture Trustee undertakes to perform shall not be liable except for the performance of such duties and only such duties obligations as are specifically set forth in this Base Indenture or any Indenture Supplement and no implied covenants or obligations shall be read into this Base Indenture or any Indenture Supplement against the Indenture Trustee. .
(ii) In the absence of bad faith or negligence on its partthe part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, any certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Base Indenture Trustee shall not be responsible for the accuracy or content of and any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrumentSupplement.
(biii) The Indenture 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 paragraph does not limit the effect of paragraph (a) of this Section;
(ii) the Indenture Trustee shall not be liable in its individual capacity for any action taken or omitted to be taken by it in good faith at the direction of the Manager, the Co-Issuers, the Controlling Class Representative and/or the Majority Noteholders under circumstances in which such direction is required or permitted by the terms of this Base Indenture, any other Transaction Document or applicable law, including relating to the time, method and place for conducting any proceeding for any remedy available to the Indenture Trustee, exercising any trust or power conferred upon the Indenture Trustee under this Base Indenture or any other circumstances in which such direction is required or permitted by the terms of this Base Indenture.
(iv) The Indenture Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Indenture Trustee unless it is shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and.
(iiiv) The Indenture Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of gross negligence, bad faith or willful misconduct which it believes to be authorized or within the discretion or rights or powers conferred upon it by this Base Indenture or the applicable Transaction Documents.
(vi) The Indenture Trustee shall not be liable with respect to any action it takes taken, suffered or omits omitted to take be taken by the Indenture Trustee, in good faith in accordance with a this Base Indenture or the direction received by it pursuant of the Controlling Class Representative or the Noteholders entitled to at least 25% (or, as to any particular matter, any higher percentage as may be specifically provided for hereunder) of the Voting Rights relating to the terms time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture or any other Basic DocumentsBase Indenture.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(dvii) The Indenture Trustee shall not be liable for indebtedness evidenced by required to take notice or arising be deemed to have notice or knowledge of any event, Event of Default, Amortization Period, Class A LTV Condition, Expense Cash Flow Sweep Condition, Manager Termination Event or other information hereunder or under any other Transaction Document unless either (1) a Responsible Officer shall have Knowledge of the Basic Documentssuch event, including principal Event of Default or interest on other information or (2) written notice of such event, Event of Default or other information referring to the Notes, or interest on this Base Indenture and any money Indenture Supplement shall have been received by it except as a Responsible Officer in accordance with the provisions of this Base Indenture and any Indenture Supplement. In the absence of receipt of such Knowledge or written notice, the Indenture Trustee may agree in writing with the Issuerconclusively assume that no event or Event of Default shall have occurred and have no duty to otherwise determine whether such event or Event of Default shall have occurred.
(eviii) Money held in trust by the Indenture Trustee need not be segregated from other funds except Subject to the extent required by law or the terms other provisions of this Indenture or Base Indenture, and without limiting the Sale and Servicing Agreement.
(f) No provision generality of this Indenture shall require the Indenture Trustee to advanceSection 11.01, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to not have any duty, except as expressly provided in the provisions of this Section and to the provisions of the TIA. 40 Transaction Documents, (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (iA) to see to cause any recording, filing, or depositing of this Base Indenture or any Indenture Supplement or any agreement referred to herein or therein or any financing statement or continuation statement evidencing a security interest, or to see to cause the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to or cause the maintenance of any insurance, (C) to confirm or verify the truth, accuracy or contents of any reports, resolutions, certificates, statements, instruments, opinions, notices, requests, consents, orders, approvals or other documentation of the Co-Issuers, the Guarantors, the Asset Entities, the Manager, any Noteholder or Note Owner or any Rating Agency, delivered to the Indenture Trustee pursuant to this Base Indenture reasonably believed by the Indenture Trustee to be genuine, absent manifest error, and to have been signed or presented by the proper party or parties (iiiprovided, however, the Indenture Trustee may, upon direction of the Majority Noteholders, make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Co-Issuers and any Asset Entity personally or by agent or attorney), and (D) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust FundCollateral other than from funds available in the Collection Account (provided, that such assessment, charge, lien or encumbrance did not arise out of the Indenture Trustee’s willful misconduct, bad faith or negligence). Neither the Indenture Trustee nor any of its officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any of the Collateral, for the legality, enforceability, effectiveness or sufficiency of the Transaction Documents for the creation, perfection, continuation, priority, sufficiency or protection of any of the liens, or for any defect or deficiency as to any such matters, or for monitoring the status of any lien or performance of any of the Collateral. The Indenture Trustee shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Indenture Trustee, for the validity or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% sufficiency of the Outstanding Amount Collateral or any agreement or assignment contained therein, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the NotesCollateral. Notwithstanding the foregoingExcept as otherwise provided herein, the Indenture Trustee shall have no duty to inquire as to the performance or observance of any of the terms of the Indenture or the other Transaction Documents by the Co-Issuers or any other Person.
(ix) Notwithstanding anything to the contrary contained in this Base Indenture or any of the other Transaction Documents, no provision of this Base Indenture or the other Transaction Documents shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or exercises of its rights or powers hereunder, if it has reasonable grounds for believing that the repayment of such funds or adequate security or indemnity against such risk or liability is not reasonably assured to it by the terms of the Indenture or the Guarantee and Collateral Agreement. The Indenture Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any risk, loss, liability or expense
(x) The rights, protections, immunities and indemnities given to the Indenture Trustee hereunder are extended to and shall be enforceable by Citibank, N.A., in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.
(xi) If the same Person is acting as Indenture Trustee and Note Registrar, then any notices required to be given by such Person in one such capacity shall be deemed to have been timely given to itself in any other such capacity.
(d) The Indenture Trustee is hereby directed to execute and deliver any Transaction Document to which it is a party.
(e) The Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, liable for interest on any money received by it except as the Indenture Trustee may conclusively assume agree in writing with the Co-Issuers.
(f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Base Indenture or any Indenture Supplement.
(g) Every provision in this Base Indenture and any Indenture Supplement that there in any way relates to the Indenture Trustee is no such default, Event subject to paragraphs (a) through (f) of Default or breachthis Section 11.01.
Appears in 1 contract
Duties of Indenture Trustee. (a) If The Indenture Trustee, prior to the occurrence of an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgeKnowledge and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Base Indenture. If an Event of Default of which a Responsible Officer of the Indenture Trustee has Knowledge occurs and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Base Indenture, any Indenture Supplement and any other Transaction Document, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s its own affairs. Any permissive right of the Indenture Trustee contained in this Base Indenture, any Indenture Supplement and any other Transaction Document shall not be construed as a duty. The Indenture Trustee shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Indenture Trustee.
(b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to any provision of this Base Indenture, any Indenture Supplement and any other Transaction Document, the Indenture Trustee shall examine them to determine whether they conform on their face to the requirements of this Base Indenture, any Indenture Supplement or any other Transaction Document. If any such instrument is found not to conform on its face to the requirements of this Base Indenture, any Indenture Supplement, or any other Transaction Document in a material manner, the Indenture Trustee shall take such action as it deems appropriate to have the instrument corrected. The Indenture Trustee shall not be responsible or liable for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Issuer, the Guarantor, the Issuer, the Manager, the Servicer, any actual or prospective Noteholder or Note Owner or any Rating Agency, and accepted by the Indenture Trustee in good faith, pursuant to this Base Indenture, any Indenture Supplement or any other Transaction Document. Except during as otherwise provided herein, the continuance Indenture Trustee shall not be responsible for recomputing, recalculating or verifying any information provided by the Servicer or the Manager pertaining to any report, distribution statement or Officer’s Certificate.
(c) No provision of this Base Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeKnowledge, and after the curing or waiving of all Events of Default which may have occurred, the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Base Indenture, the Indenture Trustee undertakes to perform shall not be liable except for the performance of such duties and only such duties obligations as are specifically set forth in this Base Indenture or any Indenture Supplement and no implied covenants or obligations shall be read into this Base Indenture or any Indenture Supplement against the Indenture Trustee. .
(ii) In the absence of bad faith or negligence on its partthe part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, any certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Base Indenture and any Indenture Supplement.
(iii) The Indenture Trustee shall not be responsible liable for any action taken or omitted to be taken by it at the accuracy or content direction of any such resolution, certificate, statement, opinion, report, document, order or other instrument; howeverthe Manager, the Indenture Trustee shall examine Issuer, the certificates and opinions Servicer, the Controlling Class Representative or Noteholders pursuant to determine whether this Base Indenture, any other Transaction Document or not they conform applicable law, including without limitation relating to the requirements of this Indenture. If time, method and place for conducting any such instrument is found not proceeding for any remedy available to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requestingexercising any trust or power conferred upon the Indenture Trustee under this Base Indenture or any other circumstances in which such direction is required or permitted by the terms of this Base Indenture, does not receive a satisfactorily corrected instrumentany other Transaction Document or applicable law.
(biv) The Indenture Trustee may shall not be relieved from liability liable for any action it takes, suffers or omits to take in the absence of gross negligence or willful misconduct which it believes to be authorized or within the discretion or rights or powers conferred upon it by this Base Indenture, any other Transaction Document or applicable law.
(v) Notwithstanding anything to the contrary contained in this Base Indenture or any of the other Transaction Documents, no provision of this Base Indenture or any of the other Transaction Documents shall require the Indenture Trustee to expend or risk its own negligent actionfunds or otherwise incur any financial liability in the performance of any of its duties or exercises of its rights or powers hereunder. The Indenture Trustee may refuse to perform any duty or exercise any right or power unless it receives security and/or indemnity satisfactory to it against any risk, its own negligent failure loss, liability or expense, including, without limitation, any actions taken at the direction of the Noteholders pursuant to act Sections 10.07(f), 10.08 or its own willful misconduct, except that:10.09.
(ivi) this paragraph does not limit the effect of paragraph (a) of this Section;
(ii) the The Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Indenture Trustee unless it is shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and.
(iiivii) the The Indenture Trustee shall not be liable with respect to any action it takes taken, suffered or omits omitted to take be taken by the Indenture Trustee, in good faith in accordance with a this Base Indenture or the direction received by it pursuant of Noteholders entitled to at least 25% (or, as to any particular matter, any higher percentage as may be specifically provided for hereunder) of the Voting Rights relating to the terms time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture or any other Basic DocumentsBase Indenture.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(dviii) The Indenture Trustee shall not be liable for indebtedness evidenced by required to take notice or arising be deemed to have notice or knowledge of any event, Event of Default, Servicer Termination Event or other information hereunder or under any other Transaction Document unless either (1) a Responsible Officer shall have Knowledge of the Basic Documentssuch event, including principal Event of Default, Servicer Termination Event or interest on other information or (2) written notice of such event, Event of Default, Servicer Termination Event or other information referring to the Notes, or interest on this Base Indenture and any money Indenture Supplement shall have been received by it except as a Responsible Officer in accordance with the provisions of this Base Indenture and any Indenture Supplement. In the absence of receipt of such Knowledge or written notice, the Indenture Trustee may agree in writing with the Issuerconclusively assume that no event, Event of Default or Servicer Termination Event shall have occurred and have no duty to otherwise determine whether such event, Event of Default, or Servicer Termination Event shall have occurred.
(eix) Money held in trust by the Indenture Trustee need not be segregated from other funds except Subject to the extent required by law or the terms other provisions of this Indenture or Base Indenture, and without limiting the Sale and Servicing Agreement.
(f) No provision generality of this Indenture shall require the Indenture Trustee to advanceSection 11.01, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to not have any duty, except as expressly provided in the provisions of this Section and to the provisions of the TIA. 40 Transaction Documents, (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (iA) to see to cause any recording, filing, or depositing of this Base Indenture or any Indenture Supplement or any agreement referred to herein or therein or any financing statement or continuation statement evidencing a security interest, or to see to cause the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to or cause the maintenance of any insurance, (C) to confirm or verify the truth, accuracy or contents of any reports, resolutions, certificates, statements, instruments, opinions, notices, requests, consents, orders, approvals or other documentation of the Issuer, the Guarantor, the Issuer, the Manager, the Servicer, any Noteholder or Note Owner or any Rating Agency, delivered to the Indenture Trustee pursuant to this Base Indenture reasonably believed by the Indenture Trustee to be genuine, absent manifest error, and to have been signed or presented by the proper party or parties (iiiprovided, however, the Indenture Trustee may, upon direction of a Majority of Noteholders, make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer personally or by agent or attorney), and (D) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust FundCollateral other than from funds available in the Collection Account (provided, that such assessment, charge, lien or encumbrance did not arise out of the Indenture Trustee’s willful misconduct, bad faith or negligence). Neither the Indenture Trustee nor any of its officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any of the Collateral, for the legality, enforceability, effectiveness or sufficiency of the Transaction Documents for the creation, perfection, continuation, priority, sufficiency or protection of any of the liens, or for any defect or deficiency as to any such matters, or for monitoring the status of any lien or performance of any of the Collateral.
(x) None of the provisions contained in this Base Indenture or any Indenture Supplement shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under the Servicing Agreement except during such time, if any, as the Indenture Trustee shall be successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Base Indenture and the Servicing Agreement.
(xi) The rights, protections, immunities and indemnities given to the Indenture Trustee hereunder are extended to and shall be enforceable by Wilmington Trust, National Association, in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.
(xii) If the same Person is acting as Indenture Trustee, or a Responsible Officer thereofVerification Agent and Note Registrar, then any notices required to be given by such Person in one such capacity shall only be charged with actual knowledge of deemed to have been timely given to itself in any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of other such default, Event of Default or breach or the capacity.
(d) The Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the is hereby directed to execute and deliver any Transaction Document to which it is a party.
(e) The Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, liable for interest on any money received by it except as the Indenture Trustee may conclusively assume agree in writing with the Issuer.
(f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Base Indenture or any Indenture Supplement.
(g) Every provision in this Base Indenture and any Indenture Supplement that there in any way relates to the Indenture Trustee is no such default, Event subject to paragraphs (a) through (f) of Default or breachthis Section 11.01.
Appears in 1 contract
Samples: Base Indenture (Cogent Communications Holdings, Inc.)
Duties of Indenture Trustee. (a) If an Indenture Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights follow such instructions and powers vested in directions as it by this Indenture may receive pursuant to Section 5.2 hereof and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. .
(b) Except during the continuance of an Indenture Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Basic Documents and no implied covenants or obligations shall be read into this Indenture or the Basic Documents against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its partfaith, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that Indenture and the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentBasic Documents; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to Indenture and the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrumentBasic Documents.
(bc) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own bad faith or willful misconduct, except that:
(i) this paragraph does not limit the effect of paragraph (ab) of this Section;Section 6.1; and
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing AgreementIndenture.
(fe) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur liability (financial liability or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.
(gf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement6.1.
(ig) The Without limiting the generality of this Section, the Indenture Trustee shall have no duty (iA) to see to any recording, filing, filing or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interestinterest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien Lien or encumbrance of any kind owing with respect to, assessed or levied against, against any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breach.Trust,
Appears in 1 contract
Samples: Indenture (Credit Acceptance Corp)
Duties of Indenture Trustee. (a) If an Indenture Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights follow such instructions and powers vested in directions as it by this Indenture may receive pursuant to Section 5.2 hereof and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. .
(b) Except during the continuance of an Indenture Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Basic Documents and no implied covenants or obligations shall be read into this Indenture or the Basic Documents against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its partfaith, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that Indenture and the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentBasic Documents; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to Indenture and the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrumentBasic Documents.
(bc) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own bad faith or willful misconduct, except that:
(i) this paragraph does not limit the effect of paragraph (ab) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this SectionSection 5.12.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing AgreementIndenture.
(fe) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur liability (financial liability or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.
(gf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing AgreementSection.
(ig) The Without limiting the generality of this Section, the Indenture Trustee shall have no duty (iA) to see to any recording, filing, filing or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interestinterest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien Lien or encumbrance of any kind owing with respect to, assessed or levied against, against any part of the Trust, (D) to confirm or verify the contents of any reports or certificates delivered to the Indenture Trustee pursuant to this Indenture or the Sale and Servicing Agreement believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Issuer's, the Seller's or the Servicer's representations, warranties or covenants or the Servicer's duties and obligations as Servicer and as custodian of the original Certificates of Title of the Financed Vehicles under the Sale and Servicing Agreement.
(h) In no event shall Xxxxx Fargo Bank, National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust FundAct, common law, or the Trust Agreement.
(i) The Indenture Trustee shall, upon reasonable prior written notice to the Indenture Trustee by the Class A Insurer, permit any representative of the Class A Insurer, during the Indenture Trustee's normal business hours, at its offices, to examine all books of account, records, reports and other papers of the Indenture Trustee relating to the Class A Notes or the Collateral, to make copies and extracts therefrom and to discuss the Indenture Trustee's affairs and actions, as such affairs and actions relate to the Indenture Trustee's duties with respect to the Class A Notes or the Collateral, with the Indenture Trustee's officers and employees responsible for carrying out the Indenture Trustee's duties with respect to the Collateral or the Class A Notes. The Any expenses incurred in connection with such examination shall be payable by the Issuer to the Class A Insurer or the Indenture Trustee, or a Responsible Officer thereofas applicable, shall only be charged in accordance with actual knowledge Section 5.08(a) of the Sale and Servicing Agreement.
(j) The Indenture Trustee shall, and agrees that it will hold any proceeds of any defaultclaim under the Class A Note Insurance Policy in trust, an Event of Default or a breach of any representation or warranty by solely for the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% use and benefit of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breachClass A Noteholders.
Appears in 1 contract
Duties of Indenture Trustee. (a) If The Indenture Trustee, prior to the occurrence of an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgeKnowledge and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Base Indenture. If an Event of Default of which a Responsible Officer of the Indenture Trustee has Knowledge occurs and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture Base Indenture, any Series Supplement and any other Transaction Document, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s its own affairs; provided, however, that the Indenture Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default, Rapid Amortization Period, Cash Sweep Period, Post-ARD Period or Servicer Termination Event of which a Responsible Officer of the Indenture Trustee has not received written notice; provided, further, that the Indenture Trustee shall have no liability in connection with any action or inaction due to the acts or failure to the act of the Controlling Class Representative in connection with any Event of Default, Rapid Amortization Period, Cash Sweep Period, Post-ARD Period or Servicer Termination Event or for acting or failing to act due to any direction or lack of direction from the Manager, the Servicer, the Controlling Class Representative or Noteholders. Any permissive right of the Indenture Trustee contained in this Base Indenture, any Series Supplement and any other Transaction Document shall not be construed as a duty. The Indenture Trustee shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Indenture Trustee. In the event that a Controlling Class Representative has not been selected pursuant to the provisions of Section 10.05(a), the Indenture Trustee’s sole obligation with respect to any consents, directions, instructions or actions of the Controlling Class Representative shall be to await direction from the Majority Controlling Class Holders. The Issuer shall seek the consent, direction, instruction or appropriate action from the Majority Controlling Class Holders and shall provide the Indenture Trustee with evidence of such consent, direction or instruction or the specific action to be taken. If the Issuer does not provide the Indenture Trustee with evidence that the Majority Controlling Class Holders has provided such consent, direction, instruction or specific action, the Indenture Trustee shall have no further responsibility with respect to the relevant proposed consent, direction, instruction or specific action. The Indenture Trustee shall be entitled to security indemnity reasonably satisfactory to the Indenture Trustee against the costs, expenses and liabilities that may be incurred by it in compliance with such request, order or direction.
(b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to any provision of this Base Indenture, any Series Supplement and any other Transaction Document, the Indenture Trustee shall examine them to determine whether they conform on their face to the requirements of this Base Indenture, any Series Supplement or any other Transaction Document. If any such instrument is found not to conform on its face to the requirements of this Base Indenture, any Series Supplement, or any other Transaction Document in a material manner, the Indenture Trustee shall take such action as it deems appropriate to have the instrument corrected. The Indenture Trustee shall not be responsible or liable for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Issuer, the Guarantor, the Asset Entities, the Manager, the Servicer, any actual or prospective Noteholder or Note Owner or any Rating Agency, and accepted by the Indenture Trustee in good faith, pursuant to this Base Indenture, any Series Supplement or any other Transaction Document. Except during as otherwise provided herein, the continuance Indenture Trustee shall not be responsible for recomputing, recalculating or verifying any information provided by the Servicer or the Manager pertaining to any report, distribution statement or Officer’s Certificate.
(c) No provision of this Base Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeKnowledge, and after the curing or waiving of all Events of Default which may have occurred, the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Base Indenture, the Indenture Trustee undertakes to perform shall not be liable except for the performance of such duties and only such duties obligations as are specifically set forth in this Base Indenture or any Series Supplement and no implied duties, covenants or obligations shall be read into this Base Indenture or any other Transaction Document against the Indenture Trustee. .
(ii) In the absence of bad faith or negligence on its partthe part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, any certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Base Indenture and any Series Supplement.
(iii) The Indenture Trustee shall not be responsible liable for any action taken or omitted to be taken by it at the accuracy or content direction of any such resolution, certificate, statement, opinion, report, document, order or other instrument; howeverthe Manager, the Indenture Trustee shall examine Issuer, the certificates and opinions Servicer, the Controlling Class Representative or Noteholders pursuant to determine whether this Base Indenture, any other Transaction Document or not they conform applicable law, including without limitation relating to the requirements of this Indenture. If time, method and place for conducting any such instrument is found not proceeding for any remedy available to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requestingexercising any trust or power conferred upon the Indenture Trustee under this Base Indenture or any other circumstances in which such direction is required or permitted by the terms of this Base Indenture, does not receive a satisfactorily corrected instrumentany other Transaction Document or applicable law.
(biv) The Indenture 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 paragraph does not limit the effect of paragraph (a) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Indenture Trustee unless it is shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and.
(iiiv) The Indenture Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of gross negligence or willful misconduct which it believes to be authorized or within the discretion or rights or powers conferred upon it by this Base Indenture, any other Transaction Document or applicable law.
(vi) The Indenture Trustee shall not be liable with respect to any action it takes taken, suffered or omits omitted to take be taken by the Indenture Trustee, in good faith in accordance with a this Base Indenture or the direction received by it pursuant of Noteholders representing at least 25% (or, as to any particular matter, any higher percentage as may be specifically provided for hereunder) of the aggregate Class Principal Balance of all Notes relating to the terms time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture or any other Basic DocumentsBase Indenture.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(dvii) The Indenture Trustee shall not be liable for indebtedness evidenced by required to take notice or arising be deemed to have notice or knowledge of any event, Event of Default, Servicer Termination Event, Shared Infrastructure Manager Termination Event (as defined in the Shared Infrastructure Management Agreement), Special Services Event (as defined in the Servicing Agreement), whether any Restoration or Remedial Work is required or other information hereunder or under any other Transaction Document unless either (1) a Responsible Officer shall have Knowledge of the Basic Documentssuch event, including principal Event of Default, Servicer Termination Event or interest on other information or (2) written notice of such event, Event of Default, Servicer Termination Event or other information referring to the Notes, or interest on this Base Indenture and any money Series Supplement shall have been received by it except as a Responsible Officer in accordance with the provisions of this Base Indenture and any Series Supplement. In the absence of receipt of such Knowledge or written notice, the Indenture Trustee may agree in writing with the Issuerconclusively assume that no event, Event of Default or Servicer Termination Event shall have occurred and have no duty to otherwise determine whether such event, Event of Default, or Servicer Termination Event shall have occurred.
(eviii) Money held in trust by the Indenture Trustee need not be segregated from other funds except Subject to the extent required by law or the terms other provisions of this Indenture or Base Indenture, and without limiting the Sale and Servicing Agreement.
(f) No provision generality of this Indenture shall require the Indenture Trustee to advanceSection 11.01, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to not have any duty, except as expressly provided in the provisions of this Section and to the provisions of the TIA. 40 Transaction Documents, (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (iA) to see to cause any recording, filing, or depositing of this Base Indenture or any Series Supplement or any agreement referred to herein or therein or any financing statement or continuation statement evidencing a security interest, or to see to cause the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to or cause the maintenance of any insurance, (C) to confirm or verify the truth, accuracy or contents of any reports, resolutions, certificates, statements, instruments, opinions, notices, requests, consents, orders, approvals or other documentation of the Issuer, the Guarantor, the Asset Entities, the Manager, the Servicer, any Noteholder or Note Owner or any Rating Agency, delivered to the Indenture Trustee pursuant to this Base Indenture reasonably believed by the Indenture Trustee to be genuine, absent manifest error, and to have been signed or presented by the proper party or parties (iiiprovided, however, the Indenture Trustee may, upon direction of a Majority of Noteholders, make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer and any Asset Entity personally or by agent or attorney), and (D) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust FundCollateral other than from funds available in the Collection Account (provided that such assessment, charge, lien or encumbrance did not arise out of the Indenture Trustee’s willful misconduct, bad faith or negligence). The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be responsible (i) for the existence, genuineness or value of any of the Collateral, (ii) for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, (iii) for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, (iv) for the validity of the title of the Obligors to the Collateral, (v) for insuring the Collateral, (vi) for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or (vii) the legality, enforceability, effectiveness or sufficiency of the Transaction Documents. The Indenture Trustee shall have no duty to inquire as to the performance or observance of any of the terms of the Indenture or the other Transaction Documents by the Issuer or any other Person.
(ix) Notwithstanding anything to the contrary contained in this Base Indenture or any of the other Transaction Documents, no provision of this Base Indenture or any of the other Transaction Documents shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or exercises of its rights or powers hereunder. The Indenture Trustee may refuse to perform any duty or exercise any right or power unless it receives security and/or indemnity satisfactory to it against any risk, loss, liability or expense, including, without limitation, any actions taken at the direction of the Noteholders pursuant to Sections 10.07(f), 10.08 or 10.09.
(x) The Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Base Indenture or at the direction of the Manager, the Issuer, the Servicer, the Controlling Class Representative or Noteholders relating to exercising any trust or power conferred upon the Indenture Trustee under this Base Indenture, any other Transaction Document or applicable law.
(xi) None of the provisions contained in this Base Indenture or any Series Supplement shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under the Servicing Agreement except during such time, if any, as the Indenture Trustee shall be successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Base Indenture and the Servicing Agreement.
(xii) The rights, protections, immunities and indemnities given to the Indenture Trustee hereunder are extended to and shall be enforceable by Citibank, N.A., in each of its capacities hereunder, and to each agent, custodian and other Person employed to act on its behalf hereunder.
(xiii) If the same Person is acting as Indenture Trustee and Note Registrar, then any notices required to be given by such Person in one such capacity shall be deemed to have been timely given to itself in any other such capacity.
(xiv) If at any time the Indenture Trustee in any capacity is required to take notice action at the direction of the Controlling Class Representative or is entitled to seek direction from the Controlling Class Representative but no Controlling Class Representative has been elected or the Controlling Class Representative has resigned and in the absence of such actual notice and knowledgenot been replaced, then the Indenture Trustee may conclusively assume request written instructions from the holders of the Controlling Class and may act in accordance with the written direction of the Majority Controlling Class Holders with no liability therefor.
(d) The Indenture Trustee is hereby directed to execute and deliver any Transaction Document to which it is a party.
(e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Base Indenture or any Series Supplement.
(g) Every provision in this Base Indenture and any Series Supplement that there in any way relates to the Indenture Trustee is no such default, Event subject to paragraphs (a) through (f) of Default or breachthis Section 11.01.
Appears in 1 contract
Samples: Supplemental Indenture (Frontier Communications Parent, Inc.)
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. .
(b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions Issuer Requests or other instruments or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates certificates, reports, documents, Issuer Requests or other instruments and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(bc) The Indenture 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 paragraph does not limit the effect of paragraph (ab) of this SectionSection 6.01;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 from Noteholders, the Certificateholders or from the Issuer, which they are entitled to give under the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as set forth in the Basic Documents and as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other trust funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Trust Agreement.
(f) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture).
(h) In The Indenture Trustee shall act in accordance with Sections 6.03 and 6.04 of the Servicing Agreement and shall act as successor to the Master Servicer or appoint a successor Master Servicer in accordance with Section 6.02 of the Servicing Agreement; in no event however, shall the Indenture Trustee be required to perform, have any liability for any act or be responsible for omission of the manner of performance ofMaster Servicer, any of Subservicer, the obligations of Owner Trustee or the Servicer or any other party under the Sale and Servicing AgreementCustodian.
(i) The Indenture Trustee shall not be deemed to have no duty (i) to see to any recording, filing, notice or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Default or Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if Servicer Default unless a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives has actual knowledge thereof or unless written notice of any such default, event that is in fact an Event of Default, Default or breach from Servicer Default is received by the Indenture Trustee at its Corporate Trust Office and such notice references the Notes or Certificates generally, the Issuer, the Servicer Trust Estate or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breachthis Indenture.
Appears in 1 contract
Samples: Indenture (American Home Mortgage Investment Trust 2004-2)
Duties of Indenture Trustee. (a) If an Indenture Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights follow such instructions and powers vested in directions as it by this Indenture may receive pursuant to Section 5.2 hereof and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. .
(b) Except during the continuance of an Indenture Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Basic Documents and no implied covenants or obligations shall be read into this Indenture or the Basic Documents against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its partfaith, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that Indenture and the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentBasic Documents; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to Indenture and the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrumentBasic Documents.
(bc) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own bad faith or willful misconduct, except that:
(i) this paragraph does not limit the effect of paragraph (ab) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this SectionSection 5.12.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing AgreementIndenture.
(fe) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur liability (financial liability or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.
(gf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing AgreementSection.
(ig) The Without limiting the generality of this Section, the Indenture Trustee shall have no duty (iA) to see to any recording, filing, filing or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interestinterest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien Lien or encumbrance of any kind owing with respect to, assessed or levied against, against any part of the Trust, (D) to confirm or verify the contents of any reports or certificates delivered to the Indenture Trustee pursuant to this Indenture or the Sale and Servicing Agreement believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Issuer's, the Seller's or the Servicer's representations, warranties or covenants or the Servicer's duties and obligations as Servicer and as custodian of the original Certificates of Title of the Financed Vehicles under the Sale and Servicing Agreement.
(h) In no event shall Deutsche Bank Trust FundCompany Americas, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Act, common law, or the Trust Agreement.
(i) The Indenture Trustee shall, upon reasonable prior written notice to the Indenture Trustee by the Class A Insurer or the Backup Insurer, permit any representative of the Class A Insurer or the Backup Insurer, during the Indenture Trustee's normal business hours, at its offices, to examine all books of account, records, reports and other papers of the Indenture Trustee relating to the Class A Notes or the Collateral, to make copies and extracts therefrom and to discuss the Indenture Trustee's affairs and actions, as such affairs and actions relate to the Indenture Trustee's duties with respect to the Class A Notes or the Collateral, with the Indenture Trustee's officers and employees responsible for carrying out the Indenture Trustee's duties with respect to the Collateral or the Class A Notes. The Any expenses incurred in connection with such examination shall be payable by the Issuer to the Class A Insurer, the Backup Insurer or the Indenture Trustee, or a Responsible Officer thereofas applicable, shall only be charged in accordance with actual knowledge Section 5.08(a) of the Sale and Servicing Agreement.
(j) The Indenture Trustee shall, and agrees that it will hold any proceeds of any defaultclaim under the Class A Note Insurance Policy or Backup Insurance Policy in trust, an Event of Default or a breach of any representation or warranty by solely for the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% use and benefit of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breachClass A Noteholders.
Appears in 1 contract
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 39 (2013-C Indenture) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(b) The Indenture 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 paragraph does not limit the effect of paragraph (a) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(f) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (20142013-A C Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breach.
Appears in 1 contract
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the The Indenture Trustee has actual knowledgewill furnish to each Certificate Holder promptly upon receipt thereof, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree duplicates or copies of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeall reports, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In the absence of bad faith or negligence on its partnotices, the Indenture Trustee may conclusively relyrequests, as to the truth of the demands, certificates, financial statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming under any Operative Agreement or received from the Owner Trustee pursuant to Section 4.01(vi) to the requirements of this Indenture; provided, however, that extent the Indenture Trustee same shall not be responsible for have been otherwise directly distributed to the accuracy or content Holders pursuant to the express provision of any such resolutionother Operative Agreement.
(b) Subject to the terms of Sections 8.03(e), certificate8.05, statement8.06, opinion9.01(c), report11.02 and 11.06, document, order or other instrument; howeverupon the written instructions at any time and from time to time of Holders of a majority in aggregate principal amount of the Outstanding Certificates, the Indenture Trustee shall examine take such of the certificates and opinions following actions as may be specified in such instructions: (i) exercise such election or option, or make such decision or determination, or give such notice, consent, waiver or approval or exercise such right, remedy or power or take such other action hereunder or under any other Operative Agreement or in respect of any part or all of the Indenture Estate as shall be specified in such instructions; (ii) take such action with respect to, or to determine whether preserve or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreementprotect, the Indenture Trustee Estate (including the discharge of Liens) as shall notify be specified in such instructions and as are consistent with this Indenture; and (iii) take such other action in respect of the Noteholders subject matter of such instrument in this Indenture as is consistent with the event that terms hereof and the other Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(b) Documents. The Indenture Trustee may not will execute and the Owner Trustee will file or cause to be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(i) this paragraph does not limit the effect of paragraph (a) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture Trustee shall not be liable filed such continuation statements with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant financing statements relating to the terms security interest created hereunder in the Indenture Estate as may be specified from time to time in written instructions of this Indenture or any other Basic DocumentsHolders of a majority in aggregate principal amount of the Outstanding Certificates (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the execution form of such continuation statement so to be filed).
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by required to take any action or arising refrain from taking any action under any of the Basic Documents, including principal of Section 8.06 or interest on the Notes, or interest on any money received by it except as 9.01(b) unless the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust shall have been indemnified by the Holders against any liability, cost or expense (including counsel fees) which may be incurred in connection therewith. The Indenture Trustee need shall not be segregated from other funds except under any obligation to the extent required by law or the terms of take any action under this Indenture or the Sale Agreement and Servicing Agreement.
(f) No provision of nothing in this Indenture Agreement contained shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice any action under Section 8.06 or 9.01(b), nor shall any other provision of this Indenture be deemed to impose a duty on the Indenture Trustee to take any action, if the Indenture Trustee shall have been advised by counsel that such action is contrary to the terms hereof or is otherwise contrary to law.
(d) The Indenture Trustee shall not have any duty or obligation to use, operate, store, lease, control, manage, sell, dispose of or otherwise deal with the Aircraft or any other part of the Indenture Estate, or to otherwise take or refrain from taking any action under, or in connection TRUST INDENTURE AND SECURITY AGREEMENT [N620SW] -41- 48 with, this Indenture or any part of the Indenture Estate, except as expressly provided by the terms of this Indenture or as expressly provided in written instructions from Holders as provided in this Indenture; and no implied duties or obligations shall be read into this Indenture against the Indenture Trustee.
(e) The Owner Trustee and the Indenture Trustee agree that they will not use, operate, store, lease, control, manage, sell, dispose of or otherwise deal with the Aircraft or any other part of the Indenture Estate except (i) in accordance with the terms of the Lease or the Participation Agreement, or (ii) in accordance with the powers granted or reserved to, or the authority conferred upon, the Owner Trustee and the Indenture Trustee pursuant to this Indenture and in accordance with the absence express terms hereof.
(f) Subject to the provisions of such actual notice and knowledgeSection 9.04, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breachshall not be liable for interest on any money received except as otherwise provided in any other Operative Agreement. Money held in trust by the Indenture Trustee need not be segregated from other funds except to be extent required by law.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Southwest Airlines Co)
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. .
(b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions Issuer Requests or other instruments or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates certificates, reports, documents, Issuer Requests or other instruments and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(bc) The Indenture 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 paragraph does not limit the effect of paragraph (ab) of this SectionSection 6.01;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 from Noteholders, the Certificateholders or from the Issuer, which they are entitled to give under the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other trust funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Trust Agreement.
(f) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture).
(h) In The Indenture Trustee shall act in accordance with Sections 6.03 and 6.04 of the Servicing Agreement and shall act as successor to the Master Servicer or appoint a successor Master Servicer in accordance with Section 6.02 of the Servicing Agreement; in no event however, shall the Indenture Trustee be required to perform, have any liability for any act or be responsible for omission of the manner of performance ofMaster Servicer, any of Subservicer, the obligations of Owner Trustee or the Servicer or any other party under the Sale and Servicing AgreementCustodian.
(i) The Indenture Trustee shall not be deemed to have no duty (i) to see to any recording, filing, notice or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Default or Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if Servicer Default unless a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives has actual knowledge thereof or unless written notice of any such default, event that is in fact an Event of Default, Default or breach from Servicer Default is received by the Indenture Trustee at its Corporate Trust Office and such notice references the Notes or Certificates generally, the Issuer, the Servicer Trust Estate or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breachthis Indenture.
Appears in 1 contract
Samples: Indenture (American Home Mort Securities Home Mortgage Invest Tr 2004-1)
Duties of Indenture Trustee. (a) If an Indenture Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights follow such instructions and powers vested in directions as it by this Indenture may receive pursuant to Section 5.2 hereof and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. .
(b) Except during the continuance of an Indenture Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Basic Documents and no implied covenants or obligations shall be read into this Indenture or the Basic Documents against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its partfaith, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that Indenture and the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentBasic Documents; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to Indenture and the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrumentBasic Documents.
(bc) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own bad faith or willful misconduct, except that:
(i) this paragraph does not limit the effect of paragraph (ab) of this Section;Section 6.1; and
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing AgreementIndenture.
(fe) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur liability (financial liability or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.
(gf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement6.1.
(ig) The Without limiting the generality of this Section, the Indenture Trustee shall have no duty (iA) to see to any recording, filing, filing or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interestinterest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien Lien or encumbrance of any kind owing with respect to, assessed or levied against, against any part of the Trust Fund. The Indenture TrusteeTrust, (D) to confirm or a Responsible Officer thereof, shall only be charged with actual knowledge verify the contents of any default, an Event of Default reports or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or certificates delivered to the Indenture Trustee receives written notice of such default, Event of Default pursuant to this Indenture or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, Sale and Servicing Agreement believed by the Indenture Trustee shall not to be required genuine and to take notice and in have been signed or presented by the absence proper party or parties, or (E) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of such actual notice and knowledgeany of the Issuer’s, the Indenture Seller’s or the Servicer’s representations, warranties or covenants or the Servicer’s duties and obligations as Servicer and as custodian of the Certificates of Title of the Financed Vehicles under the Sale and Servicing Agreement.
(h) In no event shall Wxxxx Fargo Bank, National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee may conclusively assume that there is no such defaultunder the Delaware Statutory Trust Act, Event of Default common law, or breachthe Trust Agreement.
Appears in 1 contract
Samples: Indenture (Credit Acceptance Corp)
Duties of Indenture Trustee. (a) If an Event of Indenture Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use in the same degree of care and skill in their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. .
(b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In ;
(ii) the Indenture Trustee undertakes to perform the duties of Certificate Registrar and Paying Agent as specifically set forth in Sections 3.04, 3.09, 5.01, 5.02, 5.03, 9.01 and 12.08 of the Trust Agreement and no implied covenants or obligations shall be read into the Trust Agreement against the Indenture Trustee when acting as Certificate Registrar and Paying Agent thereunder; and;
(iii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, certificate or opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not Indenture and the other Basic Documents to conform in any material respect to the requirements of this Agreement, which the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive is a satisfactorily corrected instrumentparty.
(bc) The Indenture Trustee may shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful willful, misconduct, except that:
(i) this paragraph does not limit the effect of paragraph (a) of this Sectionb);
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic DocumentsSection 5.11.
(cd) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Sectionparagraphs (a), (b) and (c).
(de) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(ef) Money held in trust by the Indenture Trustee need not be segregated from other funds of the Indenture Trustee except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(fg) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall not be deemed to have knowledge of any Indenture Default or other event unless a Responsible Officer has actual knowledge thereof or has received written notice thereof in accordance with the provisions of this Indenture.
(j) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, Estate.
(k) In no event shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice be required to perform, or be responsible for the manner of such defaultperformance of, Event any of Default or breach from the Issuer, obligations of the Servicer or Noteholders owning Notes aggregating not less than 10% of any other party under the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breachServicing Agreement.
Appears in 1 contract
Samples: Indenture (BMW Auto Leasing LLC)
Duties of Indenture Trustee. (a) If an Event of Indenture Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use in the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 38 (NALT 20[●]-[●] Indenture)
(b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not Indenture and the other Basic Documents to conform in any material respect to the requirements of this Agreement, which the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive is a satisfactorily corrected instrumentparty.
(bc) The Indenture Trustee may shall 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 paragraph does not limit the effect of paragraph (a) of this Sectionb);
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic DocumentsSection 5.11.
(cd) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Sectionparagraphs (a), (b) and (c).
(de) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the IssuerIssuing Entity.
(ef) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(fg) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing AgreementSection.
(i) The Indenture Trustee shall not be deemed to have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any defaultIndenture Default, an Event of Default or a breach of any representation or warranty by the Servicerwarranty, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if other event unless a Responsible Officer actually knows has actual knowledge thereof or has received written notice thereof in accordance with the provisions of such defaultthis Indenture. For the avoidance of doubt, Event of Default or breach or receipt by the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee a Review Report shall not be required to take notice and in the absence constitute actual knowledge of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event any breach of Default a representation or breachwarranty.
Appears in 1 contract
Samples: Indenture (Nissan-Infiniti Lt)
Duties of Indenture Trustee. (a) If an Indenture Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights follow such instructions and powers vested in directions as it by this Indenture may receive pursuant to Section 5.2 hereof and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. .
(b) Except during the continuance of an Indenture Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Basic Documents and no implied covenants or obligations shall be read into this Indenture or the Basic Documents against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its partfaith, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that Indenture and the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentBasic Documents; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to Indenture and the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrumentBasic Documents.
(bc) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own bad faith or willful misconduct, except that:
(i) this paragraph does not limit the effect of paragraph (ab) of this Section;Section 6.1; and
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing AgreementIndenture.
(fe) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur liability (financial liability or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.
(gf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA6.1. 40 (2014-A Indenture)23919155.5
(hg) In no event shall Without limiting the Indenture Trustee be required to performgenerality of this Section, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, filing or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interestinterest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien Lien or encumbrance of any kind owing with respect to, assessed or levied against, against any part of the Trust Fund. The Indenture TrusteeTrust, (D) to confirm, recalculate or a Responsible Officer thereof, shall only be charged with actual knowledge verify the contents or accuracy of any default, an Event of Default reports or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or certificates delivered to the Indenture Trustee receives written notice of such default, Event of Default pursuant to this Indenture or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, Sale and Servicing Agreement believed by the Indenture Trustee shall not to be required genuine and to take notice and in have been signed or presented by the absence proper party or parties, or (E) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of such actual notice and knowledgeany of the Issuer’s, the Indenture Seller’s or the Servicer’s representations, warranties or covenants or the Servicer’s duties and obligations as Servicer and as custodian of the Certificates of Title of the Financed Vehicles under the Sale and Servicing Agreement.
(h) In no event shall Xxxxx Fargo Bank, National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee may conclusively assume that there is no such defaultunder the Delaware Statutory Trust Act, Event of Default common law, or breachthe Trust Agreement.
Appears in 1 contract
Samples: Indenture (Credit Acceptance Corp)
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(b) The Indenture 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 paragraph does not limit the effect of paragraph (a) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(f) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breach.
Appears in 1 contract
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. , including, without limitation, continuing to hold the Indenture Trust Estate and receive collections on the Leases included therein and provided in the Pooling and Servicing Agreement.
(b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Pooling and Servicing Agreement and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the The Indenture Trustee shall notify not be required to determine, confirm or recalculate the Noteholders information contained in any statement of such instrument in the event that Servicer delivered to it pursuant to Section 3.10 of the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrumentPooling and Servicing Agreement.
(bc) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful wilful misconduct, except that:
(i) this paragraph does not limit the effect of paragraph (ab) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 5.11 or otherwise from Holders under the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this SectionIndenture.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale Pooling and Servicing Agreement.
(f) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk loss, liability or liability expense is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breach.
Appears in 1 contract
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. .
(b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(bc) The Indenture 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 paragraph does not limit the effect of paragraph (ab) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic DocumentsDocument.
(cd) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b), (c) and (g) of this Section.
(de) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(ef) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(fg) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture).
(hi) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer Servicer, the Bond Administrator or any other party under the Sale and Servicing Agreement.
(ij) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The For purposes of this Section 6.01 and Section 8.03(c), the Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, default or an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, default or Event of Default or breach or the Indenture Trustee receives written notice of such default, default or Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, default or Event of Default or breachDefault.
Appears in 1 contract
Samples: Indenture (SSB Vehicle Securities Inc SSB Auto Loan Trust 2002-1)
Duties of Indenture Trustee. (a) If The Indenture Trustee, prior to the occurrence of an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgeknowledge and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge occurs and is continuing, the Indenture Trustee (or the Servicer on its behalf) shall exercise such of the rights and powers vested in it by this Indenture Indenture, any Series Supplement and any other Transaction Document, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s its own affairs. Except during Any permissive right of the continuance Indenture Trustee contained in this Indenture, any Series Supplement and any other Transaction Document shall not be construed as a duty. The Indenture Trustee shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Indenture Trustee.
(b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to any provision of this Indenture, any Series Supplement and any other Transaction Document, the Indenture Trustee shall examine them to determine whether they conform on their face to the requirements of this Indenture, any Series Supplement or any other Transaction Document. If any such instrument is found not to conform on its face to the requirements of this Indenture, any Series Supplement, or any other Transaction Document in a material manner, the Indenture Trustee shall take such action as it deems appropriate to have the instrument corrected. The Indenture Trustee shall not be responsible or liable for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Issuer, the Guarantor, the Asset Entities, the Manager, the Servicer, any actual or prospective Noteholder or Note Owner or any Rating Agency, and accepted by the Indenture Trustee in good faith, pursuant to this Indenture, any Series Supplement or any other Transaction Document. The Indenture Trustee shall not be responsible for recomputing, recalculating or verifying any information provided by the Servicer or the Manager pertaining to any report, distribution statement or officer’s certificate.
(c) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, and after the curing or waiving of all Events of Default which may have occurred, the duties and obligations of the Indenture Trustee undertakes to perform shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and only such duties obligations as are specifically set forth in this Indenture or any Series Supplement and no implied covenants or obligations shall be read into this Indenture or any Series Supplement against the Indenture Trustee. .
(ii) In the absence of bad faith or negligence on its partthe part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, any certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of and any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrumentSeries Supplement.
(biii) The Indenture 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 paragraph does not limit the effect of paragraph (a) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Indenture Trustee unless it is shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and.
(iiiiv) the The Indenture Trustee shall not be liable with respect to any action it takes taken, suffered or omits omitted to take be taken by the Indenture Trustee, in good faith in accordance with a direction received by it pursuant to the terms of this Indenture or the direction of Noteholders representing more than twenty-five percent (25%) (or, as to any other Basic Documentsparticular matter, any higher percentage as may be specifically provided for hereunder) of the aggregate Class Principal Balances of all Classes of Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(dv) The Indenture Trustee shall not be liable for indebtedness evidenced by required to take notice or arising under be deemed to have notice or be deemed to have notice or knowledge of any Event of Default or Servicer Termination Event (as defined in the Basic Documents, including principal Servicing Agreement) unless either (1) a Responsible Officer shall have actual knowledge of such Event of Default or interest on Servicer Termination Event or (2) written notice of such Event of Default or Servicer Termination Event referring to the Notes, or interest on this Indenture and any money Series Supplement shall have been received by it except as a Responsible Officer in accordance with the provisions of this Indenture and any Series Supplement. In the absence of receipt of such notice or actual knowledge, the Indenture Trustee may agree in writing with the Issuerconclusively assume that there is no Event of Default or Servicer Termination Event.
(evi) Money held in trust by the Indenture Trustee need not be segregated from other funds except Subject to the extent required by law or the terms other provisions of this Indenture or Indenture, and without limiting the Sale and Servicing Agreement.
(f) No provision generality of this Indenture shall require the Indenture Trustee to advanceSection 11.01, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to performnot have any duty, except as expressly provided herein or in any Series Supplement, or be responsible for the manner of performance ofin its capacity as successor servicer, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (iA) to see to cause any recording, filing, or depositing of this Indenture or any Series Supplement or any agreement referred to herein or therein or any financing statement or continuation statement evidencing a security interest, or to see to cause the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to or cause the maintenance of any insurance, (C) to confirm or verify the truth, accuracy or contents of any reports or certificates of the Issuer, the Guarantor, the Asset Entities, the Manager, the Servicer, any Noteholder or Note Owner or any Rating Agency, delivered to the Indenture Trustee pursuant to this Indenture reasonably believed by the Indenture Trustee to be genuine and without error and to have been signed or presented by the proper party or parties (iiiprovided, however, the Indenture Trustee may, in its discretion, make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer and any Asset Entity personally or by agent or attorney), and (D) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Collateral other than from funds available in the Collection Account (provided, that such assessment, charge, lien or encumbrance did not arise out of the Indenture Trustee’s willful misconduct, bad faith or a Responsible Officer thereof, negligence).
(vii) None of the provisions contained in this Indenture or any Series Supplement shall only be charged with actual knowledge of in any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or event require the Indenture Trustee receives written notice to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under the Servicing Agreement except during such defaulttime, Event of Default or breach from if any, as the IssuerIndenture Trustee shall be successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or Noteholders owning Notes aggregating not less than 10% in accordance with the terms of this Indenture and the Outstanding Amount of Servicing Agreement.
(viii) For as long as the Notes. Notwithstanding Person that serves as the foregoingIndenture Trustee hereunder also serves as Note Registrar, the protections, immunities and indemnities afforded to that Person in its capacity as Indenture Trustee hereunder shall also be afforded to such Person in its capacity as Note Registrar, as the case may be.
(ix) If the same Person is acting as Indenture Trustee and Note Registrar, then any notices required to be given by such Person in one such capacity shall be deemed to have been timely given to itself in any other such capacity.
(d) The Indenture Trustee is hereby directed to execute and deliver any Transaction Document to which it is a party.
(e) The Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, liable for interest on any money received by it except as the Indenture Trustee may conclusively assume agree in writing with the Issuer.
(f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or any Series Supplement.
(g) Every provision in this Indenture and any Series Supplement that there in any way relates to the Indenture Trustee is no such default, Event subject to paragraphs (a) through (f) of Default or breachthis Section 11.01.
Appears in 1 contract
Samples: Indenture (American Tower Corp /Ma/)
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(b) The Indenture 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 paragraph does not limit the effect of paragraph (a) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents. 38 (2022-A Indenture)
(c) The Indenture Trustee shall not incur any liability for not performing any act if such delay or failure was caused by forces beyond the control of the Indenture Trustee, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, epidemic or pandemic, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the Indenture Trustee; it being understood that the Indenture 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.
(cd) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(de) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(ef) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(fg) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture).
(hi) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(ij) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breach.. 39 (2022-A Indenture)
Appears in 1 contract
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(b) The Indenture 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 paragraph does not limit the effect of paragraph (a) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(f) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture).
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, default or an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, default or Event of Default or breach or the Indenture Trustee receives written notice of such default, default or Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, default or Event of Default or breachDefault.
Appears in 1 contract
Samples: Indenture (Hyundai Abs Funding Corp)
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing continuing, of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. .
(b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Default:
(i) Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the other Basic Documents to which it is a party and no implied covenants or obligations shall be read into this Indenture and the other Basic Documents against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that Indenture and the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentBasic Documents; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to Indenture and the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrumentother Basic Documents.
(bc) The Indenture 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 paragraph does not limit the effect of paragraph (ab) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with Issuer. The Indenture Trustee shall have no obligation to invest and reinvest any cash held in the Issuerapplicable accounts in the absence of timely and specific written investment directions. In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon by reason of investment performance, liquidation prior to stated maturity or otherwise. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure to be provided with timely written investment directions.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(f) No provision of this Indenture or any other Basic Document shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture and each other Basic Document relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture).
(h) In no event Indenture Trustee shall take all actions required to be taken by the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breach.
Appears in 1 contract
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(b) The Indenture 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 paragraph does not limit the effect of paragraph (a) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(f) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture).
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to any insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, default or an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, default or Event of Default or breach or the Indenture Trustee receives written notice of such default, default or Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, default or Event of Default or breachDefault.
Appears in 1 contract
Samples: Indenture (Hyundai Abs Funding Corp)
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and the Basic Documents and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. .
(b) Except during the continuance of an Event of Default with respect to the Notes of which a Responsible Officer of the Indenture Trustee has actual knowledge, :
(i) the Indenture Trustee undertakes to perform with respect to the Notes such duties and only such duties as are specifically set forth in this Indenture and the Series Supplement and no implied covenants or obligations shall be read into this Indenture or the Series Supplement against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee as the case may be and conforming to the requirements of this Indenture; provided, however, that Indenture and the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentSeries Supplement; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to Indenture or the requirements of this AgreementSeries Supplement provided, further, that the Indenture Trustee shall notify not be responsible for the Noteholders accuracy or content of such any resolution, certificate, statement, opinion, report, document, order or other instrument in the event that the Indenture Trusteefurnished to it, after so requestingincluding, does not receive a satisfactorily corrected instrumentwithout limitation, any statistical, numerical or financial data contained therein.
(bc) The Indenture 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 paragraph does not limit the effect of paragraph (ab) of this Section;; 34
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved proven that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 the terms of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this SectionSection 5.8.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee such Person may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture Indenture, the Series Supplement or the Master Sale and Servicing Agreement.
(f) No provision of this Indenture or the Series Supplement shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture and the Series Supplement relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture).
(h) In no event shall the The Indenture Trustee be required to performshall, or be responsible for the manner of performance ofand hereby agrees that it will, any perform all of the obligations and duties required of the Servicer or any other party it under the Sale and Servicing Agreementeach Related Document to which it is a party.
(i) The Without limiting the generality of this Section 6.1, the Indenture Trustee shall have no duty (i) to see to any recording, filing, filing or depositing of this Indenture Indenture, the Series Supplement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interestinterest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecordingrecording, re-filing refiling or redepositing of any thereof, (ii) to see to any insurance of the Financed Vehicles or Obligors or to effect or maintain any such insurance, or (iii) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien Lien or encumbrance of any kind owing with respect to, assessed or levied against, against any part of the Trust Fund. The Trust, (iv) to confirm or verify the contents of any reports or certificates delivered to the Indenture Trustee pursuant to this Indenture, the Series Supplement or the Master Sale and Servicing Agreement believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties, or (v) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Issuer's, the Seller's or the Master Servicer's representations, warranties or covenants or the Master Servicer's duties and obligations as Master Servicer and as custodian of the Receivable Files under the Master Sale and Servicing Agreement.
(j) In no event shall the Indenture Trustee, or a Responsible Officer thereofin any of its capacities hereunder, shall only be charged with actual knowledge deemed to have assumed any duties of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner TrusteeTrustee under the Delaware Business Trust Statute, the Depositorcommon law, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breachTrust Agreement.
Appears in 1 contract
Duties of Indenture Trustee. (a) If The Indenture Trustee, prior to the occurrence of an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgeKnowledge and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Base Indenture. If an Event of Default of which a Responsible Officer of the Indenture Trustee has Knowledge occurs and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture Base Indenture, any Series Supplement and any other Transaction Document, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s its own affairs; provided, however, that the Indenture Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default, Rapid Amortization Period, Cash Sweep Period, Post-ARD Period or Servicer Termination Event of which a Responsible Officer of the Indenture Trustee has not received written notice; provided, further, that the Indenture Trustee shall have no liability in connection with any action or inaction due to the acts or failure to the act of the Controlling Class Representative in connection with any Event of Default, Rapid Amortization Period, Cash Sweep Period, Post-ARD Period or Servicer Termination Event or for acting or failing to act due to any direction or lack of direction from the Manager, the Servicer, the Controlling Class Representative or Noteholders. Any permissive right of the Indenture Trustee contained in this Base Indenture, any Series Supplement and any other Transaction Document shall not be construed as a duty. The Indenture Trustee shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Indenture Trustee. In the event that a Controlling Class Representative has not been selected pursuant to the provisions of Section 10.05(a), the Indenture Trustee’s sole obligation with respect to any consents, directions, instructions or actions of the Controlling Class Representative shall be to await direction from the Majority Controlling Class Holders. The Issuer shall seek the consent, direction, instruction or appropriate action from the Majority Controlling Class Holders and shall provide the Indenture Trustee with evidence of such consent, direction or instruction or the specific action to be taken. If the Issuer does not provide the Indenture Trustee with evidence that the Majority Controlling Class Holders has provided such consent, direction, instruction or specific action, the Indenture Trustee shall have no further responsibility with respect to the relevant proposed consent, direction, instruction or specific action. The Indenture Trustee shall be entitled to security indemnity reasonably satisfactory to the Indenture Trustee against the costs, expenses and liabilities that may be incurred by it in compliance with such request, order or direction.
(b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to any provision of this Base Indenture, any Series Supplement and any other Transaction Document, the Indenture Trustee shall examine them to determine whether they conform on their face to the requirements of this Base Indenture, any Series Supplement or any other Transaction Document. If any such instrument is found not to conform on its face to the requirements of this Base Indenture, any Series Supplement, or any other Transaction Document in a material manner, the Indenture Trustee shall take such action as it deems appropriate to have the instrument corrected. The Indenture Trustee shall not be responsible or liable for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Issuer, the Guarantor, the Asset Entities, the Manager, the Servicer, any actual or prospective Noteholder or Note Owner or any Rating Agency, and accepted by the Indenture Trustee in good faith, pursuant to this Base Indenture, any Series Supplement or any other Transaction Document. Except during as otherwise provided herein, the continuance Indenture Trustee shall not be responsible for recomputing, recalculating or verifying any information provided by the Servicer or the Manager pertaining to any report, distribution statement or Officer’s Certificate.
(c) No provision of this Base Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeKnowledge, and after the curing or waiving of all Events of Default which may have occurred, the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Base Indenture, the Indenture Trustee undertakes to perform shall not be liable except for the performance of such duties and only such duties obligations as are specifically set forth in this Base Indenture or any Series Supplement and no implied duties, covenants or obligations shall be read into this Base Indenture or any other Transaction Document against the Indenture Trustee. .
(ii) In the absence of bad faith or negligence on its partthe part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, any certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Base Indenture and any Series Supplement.
(iii) The Indenture Trustee shall not be responsible liable for any action taken or omitted to be taken by it at the accuracy or content direction of any such resolution, certificate, statement, opinion, report, document, order or other instrument; howeverthe Manager, the Indenture Trustee shall examine Issuer, the certificates and opinions Servicer, the Controlling Class Representative or Noteholders pursuant to determine whether this Base Indenture, any other Transaction Document or not they conform applicable law, including without limitation relating to the requirements of this Indenture. If time, method and place for conducting any such instrument is found not proceeding for any remedy available to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requestingexercising any trust or power conferred upon the Indenture Trustee under this Base Indenture or any other circumstances in which such direction is required or permitted by the terms of this Base Indenture, does not receive a satisfactorily corrected instrumentany other Transaction Document or applicable law.
(biv) The Indenture 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 paragraph does not limit the effect of paragraph (a) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Indenture Trustee unless it is shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and.
(iiiv) The Indenture Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of gross negligence or willful misconduct which it believes to be authorized or within the discretion or rights or powers conferred upon it by this Base Indenture, any other Transaction Document or applicable law.
(vi) The Indenture Trustee shall not be liable with respect to any action it takes taken, suffered or omits omitted to take be taken by the Indenture Trustee, in good faith in accordance with a this Base Indenture or the direction received by it pursuant of Noteholders representing at least 25% (or, as to any particular matter, any higher percentage as may be specifically provided for hereunder) of the aggregate Class Principal Balance of all Notes relating to the terms time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture or any other Basic DocumentsBase Indenture.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(dvii) The Indenture Trustee shall not be liable for indebtedness evidenced by required to take notice or arising be deemed to have notice or knowledge of any event, Event of Default, Servicer Termination Event, Shared Infrastructure Manager Termination Event (as defined in the Shared Infrastructure Management Agreement), Special Services Event (as defined in the Servicing Agreement), whether any Restoration or Remedial Work is required or other information hereunder or under any other Transaction Document unless either (1) a Responsible Officer shall have Knowledge of the Basic Documentssuch event, including principal Event of Default, Servicer Termination Event or interest on other information or (2) written notice of such event, Event of Default, Servicer Termination Event or other information referring to the Notes, or interest on this Base Indenture and any money Series Supplement shall have been received by it except as a Responsible Officer in accordance with the provisions of this Base Indenture and any Series Supplement. In the absence of receipt of such Knowledge or written notice, the Indenture Trustee may agree in writing with the Issuerconclusively assume that no event, Event of Default or Servicer Termination Event shall have occurred and have no duty to otherwise determine whether such event, Event of Default, or Servicer Termination Event shall have occurred.
(eviii) Money held in trust by the Indenture Trustee need not be segregated from other funds except Subject to the extent required by law or the terms other provisions of this Indenture or Base Indenture, and without limiting the Sale and Servicing Agreement.
(f) No provision generality of this Indenture shall require the Indenture Trustee to advanceSection 11.01, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to not have any duty, except as expressly provided in the provisions of this Section and to the provisions of the TIA. 40 Transaction Documents, (2014-A Indenture)
(h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (iA) to see to cause any recording, filing, or depositing of this Base Indenture or any Series Supplement or any agreement referred to herein or therein or any financing statement or continuation statement evidencing a security interest, or to see to cause the maintenance of any such recording or filing or depositing or to any rerecording, re-filing refiling or redepositing of any thereof, (iiB) to see to or cause the maintenance of any insurance, (C) to confirm or verify the truth, accuracy or contents of any reports, resolutions, certificates, statements, instruments, opinions, notices, requests, consents, orders, approvals or other documentation of the Issuer, the Guarantor, the Asset Entities, the Manager, the Servicer, any Noteholder or Note Owner or any Rating Agency, delivered to the Indenture Trustee pursuant to this Base Indenture reasonably believed by the Indenture Trustee to be genuine, absent manifest error, and to have been signed or presented by the proper party or parties (iiiprovided, however, the Indenture Trustee may, upon direction of a Majority of Noteholders, make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer and any Asset Entity personally or by agent or attorney), and (D) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust FundCollateral other than from funds available in the Collection Account (provided that such assessment, charge, lien or encumbrance did not arise out of the Indenture Trustee’s willful misconduct, bad faith or negligence). The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be responsible (i) for the existence, genuineness or value of any of the Collateral, (ii) for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, (iii) for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, (iv) for the validity of the title of the Obligors to the Collateral, (v) for insuring the Collateral, (vi) for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or (vii) the legality, enforceability, effectiveness or sufficiency of the Transaction Documents. The Indenture Trustee shall have no duty to inquire as to the performance or observance of any of the terms of the Indenture or the other Transaction Documents by the Issuer or any other Person.
(ix) Notwithstanding anything to the contrary contained in this Base Indenture or any of the other Transaction Documents, no provision of this Base Indenture or any of the other Transaction Documents shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or exercises of its rights or powers hereunder. The Indenture Trustee may refuse to perform any duty or exercise any right or power unless it receives security and/or indemnity satisfactory to it against any risk, loss, liability or expense, including, without limitation, any actions taken at the direction of the Noteholders pursuant to Sections 10.07(f), 10.08 or 10.09.
(x) The Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Base Indenture or at the direction of the Manager, the Issuer, the Servicer, the Controlling Class Representative or Noteholders relating to exercising any trust or power conferred upon the Indenture Trustee under this Base Indenture, any other Transaction Document or applicable law.
(xi) None of the provisions contained in this Base Indenture or any Series Supplement shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under the Servicing Agreement except during such time, if any, as the Indenture Trustee shall be successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Base Indenture and the Servicing Agreement.
(xii) The rights, protections, immunities and indemnities given to the Indenture Trustee hereunder are extended to and shall be enforceable by Cixxxxxx, N.A., in each of its capacities hereunder, and to each agent, custodian and other Person employed to act on its behalf hereunder.
(xiii) If the same Person is acting as Indenture Trustee and Note Registrar, then any notices required to be given by such Person in one such capacity shall be deemed to have been timely given to itself in any other such capacity.
(xiv) If at any time the Indenture Trustee in any capacity is required to take notice action at the direction of the Controlling Class Representative or is entitled to seek direction from the Controlling Class Representative but no Controlling Class Representative has been elected or the Controlling Class Representative has resigned and in the absence of such actual notice and knowledgenot been replaced, then the Indenture Trustee may conclusively assume request written instructions from the holders of the Controlling Class and may act in accordance with the written direction of the Majority Controlling Class Holders with no liability therefor.
(d) The Indenture Trustee is hereby directed to execute and deliver any Transaction Document to which it is a party.
(e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Base Indenture or any Series Supplement.
(g) Every provision in this Base Indenture and any Series Supplement that there in any way relates to the Indenture Trustee is no such default, Event subject to paragraphs (a) through (f) of Default or breachthis Section 11.01.
Appears in 1 contract
Samples: Base Indenture (Frontier Communications Parent, Inc.)
Duties of Indenture Trustee. (a) If an Event The Indenture Trustee, both prior to and after the occurrence of a Servicer Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeSale and Servicing Agreement, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture.
(b) The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they conform on their face to the requirements of this Indenture.
(c) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance; PROVIDED, HOWEVER, that:
(i) the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In , the permissive right of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and, in the absence of bad faith or negligence on its partthe part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, any certificates or opinions or other instruments furnished to the Indenture Trustee and conforming on their face to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
(b) The Indenture 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 paragraph does not limit the effect of paragraph (a) of this Section;
(ii) the Indenture Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Trust Officer, unless it is shall be proved that the Indenture Trustee was negligent in ascertaining performing its duties in accordance with the pertinent factsterms of this Indenture; and
(iii) the Indenture Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with the direction of the Holders of at least 51% of the Outstanding Amount of the Class A Notes (acting together as a direction received single class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by it pursuant TMCC, TAFR LLC or any of their Affiliates) relating to the terms time, method and place of this Indenture or conducting any other Basic Documents.
(c) Every provision of this Indenture that in proceeding for any way relates remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee is subject under this Indenture. Moreover, if more than one Indenture Trustee has been appointed, each Indenture Trustee shall owe any and all fiduciary duties only to this Sectionthe Class or Classes of Notes on whose behalf it shall have been appointed.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except required to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(f) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder under this Indenture, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds to believe for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(ge) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to All information obtained by the Indenture Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Indenture or otherwise, shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture)
(h) In no event shall maintained by the Indenture Trustee in confidence and shall not be required disclosed to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena.
(f) Pursuant to Sections 3.02 and 4.08 of the Sale and Servicing Agreement.
(i) The , in the event that a Trust Officer of the Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing discovers that a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by with respect to a Receivable was incorrect as of the Servicertime specified with respect to such representation and warranty or that a covenant of the Servicer has been breached, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of and such default, Event of Default incorrectness or breach or materially and adversely affects the Indenture Trustee receives written notice interests of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required give prompt written notice to take notice the Servicer and in the absence Owner Trustee of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breachincorrectness.
Appears in 1 contract
Samples: Indenture (Toyota Motor Credit Corp)
Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. .
(b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the other Basic Documents to which it is a party and no implied covenants or obligations shall be read into this Indenture and the other Basic Documents against the Indenture Trustee. In ; and
(ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that Indenture and the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentBasic Documents; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to Indenture and the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrumentother Basic Documents.
(bc) The Indenture 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 paragraph does not limit the effect of paragraph (ab) of this Section;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Indenture 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 any Basic Document or the terms direction of the Holders of not less than 66 2/3% in Outstanding Principal Amount of the Notes.
(d) No provision of this Indenture or any other Basic Documents.
(c) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
(d) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
(f) No provision of this Indenture Document shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.
(ge) Every provision of this Indenture and each other Basic Document relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 40 (2014-A Indenture).
(hf) In no event The Indenture Trustee shall take all actions required to be taken by the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
(i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach or the Indenture Trustee receives written notice of such default, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breach.
Appears in 1 contract
Samples: Indenture (Bank One Auto Securitization Trust 2003-1)
