No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Assets, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it or the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shall, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Assets that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trust.
Appears in 49 contracts
Samples: Trust Agreement, Trust Agreement, Trust Agreement
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, of or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Lien granted to it hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets that result from actions Estate arising by, through or claims against, under the Owner Trustee solely (including in its individual capacity that capacity) which are not related unrelated to the administration or ownership of the Trust Estate. Further, notwithstanding anything to the contrary herein or in any other document, the Trustee shall not be required to execute, deliver or certify on behalf of the Trust, the Servicer, the Depositor or any other Person any filings, certificates, affidavits or other instruments required under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002. Notwithstanding any Person’s right to instruct the Trustee, neither the Trustee nor any agent, employee, director or officer of the Trustee shall have any obligation to execute any certificates or other documents required pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 or the rules and regulations promulgated thereunder, and the refusal to comply with any such instructions shall not constitute a default or breach under this Agreement or any other document in connection herewith.
Appears in 35 contracts
Samples: Trust Agreement (CNH Equipment Trust 2016-C), Trust Agreement (CNH Equipment Trust 2016-B), Trust Agreement (CNH Equipment Trust 2016-A)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 5.3; and no implied duties (including fiduciary duties) or obligations existing at law or in equity shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any trust licensing or qualifications to do business, tax filing, financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any ownership or security interest or lien granted to it hereunder or to prepare or file any Commission filing (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder) for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Owner Trust Assets Estate that result from actions by, or claims against, the Owner Trustee (solely in its individual capacity capacity) and that are not related to the Trustownership or the administration of the Owner Trust Estate.
Appears in 34 contracts
Samples: Trust Agreement (AmeriCredit Automobile Receivables Trust 2023-1), Trust Agreement (AmeriCredit Automobile Receivables Trust 2023-1), Trust Agreement (Afs Sensub Corp.)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, this Agreement, the Securitization Trust or any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document document against the Owner Trustee. To the extent that, at law or in equity, the Owner Trustee has duties (including, without limitation, fiduciary duties) and liabilities relating thereto to the Securitization Trust or to the Depositor and the other Trust Certificateholders, the Owner Trustee shall not be personally liable to the Securitization Trust or to the Depositor and the other Trust Certificateholders, to the fullest extent permitted by law, for the Owner Trustee’s good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including including, without limitation, fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto Owner Trustee, the Depositor, and the Trust Certificateholders to replace such other duties (including, without limitation, fiduciary duties) and liabilities to the fullest extent permitted by law (including, without limitation, Section 3806(c)(2) of the Owner TrusteeStatutory Trust Statute, as amended). The Owner Trustee shall have no responsibility for filing any trust licensing or qualifications to do business, securities law filing, tax filing, financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any ownership or security interest or lien granted to it or the Trust under any Basic Document hereunder or to record this Agreement or any other Basic Program Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawrequirement. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Owner Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Owner Trust Estate.
Appears in 33 contracts
Samples: Trust Agreement (GM Financial Automobile Leasing Trust 2024-2), Trust Agreement (GM Financial Automobile Leasing Trust 2024-2), Trust Agreement (GM Financial Automobile Leasing Trust 2024-1)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee or the Trust is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No , and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Lien granted to it hereunder or to prepare or file any Commission filing or tax filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepareDocument. To the extent that, file or execute any tax, license, qualification to do business or securities at law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Documentequity, the Owner Trustee shall not be required has duties (including fiduciary duties) and liabilities relating thereto to executethe Issuer or the Certificateholders, deliver or certify on behalf it is hereby understood and agreed by the other parties hereto that all such duties and liabilities are replaced by the duties and liabilities of the Owner Trustee expressly set forth in this Agreement and the Statutory Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawAct. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Trust Estate.
Appears in 31 contracts
Samples: Amended and Restated Trust Agreement (Hyundai Auto Receivables Trust 2022-B), Amended and Restated Trust Agreement (Hyundai Auto Receivables Trust 2022-B), Trust Agreement (Hyundai Auto Receivables Trust 2022-A)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for the preparation, correctness, accuracy, existence, or filing of any financing or continuation statement or amendment in any public office at any time or to otherwise perfect the validity, existence, perfection or maintain maintenance of the perfection of any security interest or lien granted to it or to the Trust Issuer hereunder or under any Basic Document Transaction Document, nor shall the Owner Trustee have any responsibility to monitor the performance of any collateral, or to prepare or file any tax (subject to Section 5.3(a)), qualification to do business, license, Commission or other securities law filing, or other regulatory filing or report for the Issuer, or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsTransaction Document. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Wilmington Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity Wilmington Trust that are not related to the Trustownership or the administration of the Trust Estate or the Issuer.
Appears in 28 contracts
Samples: Trust Agreement (Santander Drive Auto Receivables Trust 2024-1), Trust Agreement (Santander Drive Auto Receivables Trust 2024-1), Trust Agreement (Santander Drive Auto Receivables Trust 2023-5)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, this Agreement, the Securitization Trust or any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document document against the Owner Trustee. To the extent that, at law or in equity, the Owner Trustee has duties (including, without limitation, fiduciary duties) and liabilities relating thereto to the Securitization Trust or to the Depositor and the other Trust Certificateholders, the Owner Trustee shall not be personally liable to the Securitization Trust or to the Depositor and the other Trust Certificateholders, to the fullest extent permitted by law, for the Owner Trustee’s good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including including, without limitation, fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto Owner Trustee, the Depositor, and the Trust Certificateholders to replace such other duties (including, without limitation, fiduciary duties) and liabilities to the fullest extent permitted by law (including, without limitation, Section 3806(c)(2) of the Owner TrusteeStatutory Trust Statute, as amended). The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it or the Trust under any Basic Document hereunder or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Program Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Owner Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Owner Trust Estate.
Appears in 28 contracts
Samples: Trust Agreement (ACAR Leasing Ltd.), Trust Agreement (GMF Leasing LLC), Trust Agreement (GM Financial Automobile Leasing Trust 2018-3)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby Basic Document to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03Agreement. No implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, it being understood that, to the fullest extent that they restrict or eliminate the permitted by law, any implied duties (including fiduciary duties) and or liabilities of the Owner Trustee otherwise existing at law or in equity, equity with respect to the Trust are agreed by hereby eliminated and replaced with the parties hereto to replace such other express duties and liabilities of the Owner Trusteeobligations set forth in this Agreement. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or otherwise to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsDocument. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Trust Estate.
Appears in 27 contracts
Samples: Trust Agreement (Toyota Auto Receivables 2015-C Owner Trust), Trust Agreement (Toyota Auto Receivables 2015-C Owner Trust), Trust Agreement (Toyota Auto Finance Receivables LLC)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby Basic Document to which the Owner Trustee is a partyparty or otherwise contemplated hereby, except as expressly provided by the terms of this Agreement Agreement, any Basic Document to which the Trust is a party or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or otherwise to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsDocument. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Owner Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Owner Trust Estate.
Appears in 26 contracts
Samples: Trust Agreement (Nissan Auto Receivables 2015-C Owner Trust), Trust Agreement (Nissan Auto Receivables 2015-C Owner Trust), Trust Agreement (Nissan Auto Receivables Corp Ii)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for the preparation, correctness, accuracy, existence, or filing of any financing or continuation statement or amendment in any public office at any time or to otherwise perfect the validity, existence, perfection or maintain maintenance of the perfection of any security interest or lien granted to it or to the Trust Issuer hereunder or under any Basic Document Transaction Document, nor shall the Owner Trustee have any responsibility to monitor the performance of any collateral, or to prepare or file any tax (subject to Section 5.3(a)), qualification to do business, license, Commission or other securities law filing, or other regulatory filing or report for the Issuer, or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsTransaction Document. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee Fargo nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity Xxxxx Fargo that are not related to the ownership or the administration of the Trust Estate or the Trust.
Appears in 20 contracts
Samples: Trust Agreement (Drive Auto Receivables Trust 2019-4), Trust Agreement (Drive Auto Receivables Trust 2019-4), Trust Agreement (Drive Auto Receivables Trust 2019-3)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 5.3; and no implied duties (including fiduciary duties) or obligations existing at law or in equity shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any trust licensing or qualifications to do business, tax filing, financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any ownership or security interest or lien granted to it hereunder or to prepare or file any Commission filing (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder) for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawrequirement. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Owner Trust Assets Estate that result from actions by, or claims against, the Owner Trustee (solely in its individual capacity capacity) and that are not related to the Trustownership or the administration of the Owner Trust Estate.
Appears in 11 contracts
Samples: Trust Agreement (Exeter Automobile Receivables Trust 2022-1), Trust Agreement (Exeter Automobile Receivables Trust 2021-4), Trust Agreement (Exeter Automobile Receivables Trust 2021-3)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any trust licensing or qualifications to do business, securities law filing, tax filing, financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any ownership or security interest or lien Adverse Claim granted to it hereunder or to prepare or file any Commission filing for the Trust under any Basic Document Issuer or to record this Agreement or any other Basic Document or to prepareTransaction Document, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsrequirement. Notwithstanding anything to To the contrary herein extent that, at law or in any other Basic Documentequity, the Owner Trustee shall not be required has duties (including fiduciary duties) and liabilities relating thereto to executethe Issuer or the Certificateholders, deliver or certify on behalf it is hereby understood and agreed by the other parties hereto that all such duties and liabilities are replaced by the duties and liabilities of the Owner Trustee expressly set forth in this Agreement and the Statutory Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawAct. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Adverse Claims on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Trust Estate.
Appears in 11 contracts
Samples: Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Vw Credit Leasing LTD)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, this Agreement and any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 5.3; and no implied duties (including fiduciary duties) or obligations existing at law or in equity shall be read into this Agreement or any other Basic Document against the Owner Trustee. To the extent that, at law or in equity, the Owner Trustee has duties (including, without limitation, fiduciary duties) and liabilities relating thereto to the Trust or to the Seller and the other Certificateholders, the Owner Trustee shall not be personally liable to the Trust or to the Seller and the other Certificateholders, to the fullest extent permitted by law, for the Owner Trustee’s good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including including, without limitation, fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto Owner Trustee, the Seller, and the Certificateholders to replace such other duties (including, without limitation, fiduciary duties) and liabilities to the fullest extent permitted by law (including, without limitation, Section 3806(c) of the Owner TrusteeStatutory Trust Statute, as amended). The Owner Trustee shall have no responsibility for filing any trust licensing or qualifications to do business, tax filing, financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any ownership or security interest or lien granted to it or the Trust under or to prepare or file any Basic Document Commission filing (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder) for the Trust or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Owner Trust Assets Estate that result from actions by, or claims against, the Owner Trustee (solely in its individual capacity capacity) and that are not related to the Trustownership or the administration of the Owner Trust Estate.
Appears in 8 contracts
Samples: Trust Agreement (GM Financial Consumer Automobile Receivables Trust 2024-3), Trust Agreement (GM Financial Consumer Automobile Receivables Trust 2024-3), Trust Agreement (AmeriCredit Automobile Receivables Trust 2024-1)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Grantor Trust Trustee shall not have any right, power, duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Grantor Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Grantor Trust or the Grantor Trust Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Grantor Trust Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Grantor Trust Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Grantor Trust Trustee shall have no responsibility for the preparation, correctness, accuracy, existence, or filing of any financing or continuation statement or amendment in any public office at any time or to otherwise perfect the validity, existence, perfection or maintain maintenance of the perfection of any security interest or lien granted to it or to the Grantor Trust hereunder or under any Basic Document Transaction Document, nor shall the Grantor Trust Trustee have any responsibility to monitor the performance of any collateral, or to prepare or file any tax (subject to Section 5.2(a)), qualification to do business, license, Commission or other securities law filing, or other regulatory filing or report for the Grantor Trust, or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsTransaction Document. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Wilmington Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Grantor Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity Wilmington Trust that are not related to the ownership or the administration of the Grantor Trust Estate or the Grantor Trust.
Appears in 8 contracts
Samples: Trust Agreement (Bridgecrest Lending Auto Securitization Trust 2024-3), Trust Agreement (Bridgecrest Lending Auto Securitization Trust 2024-3), Trust Agreement (Bridgecrest Lending Auto Securitization Trust 2024-2)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee or the Trust is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No , and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Lxxx granted to it hereunder or to prepare or file any Commission filing or tax filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepareDocument. To the extent that, file or execute any tax, license, qualification to do business or securities at law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Documentequity, the Owner Trustee shall not be required has duties (including fiduciary duties) and liabilities relating thereto to executethe Issuer or the Certificateholders, deliver or certify on behalf it is hereby understood and agreed by the other parties hereto that all such duties and liabilities are replaced by the duties and liabilities of the Owner Trustee expressly set forth in this Agreement and the Statutory Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawAct. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Trust Estate.
Appears in 7 contracts
Samples: Trust Agreement (Hyundai Auto Receivables Trust 2024-B), Trust Agreement (Hyundai Auto Receivables Trust 2024-B), Trust Agreement (Hyundai Auto Receivables Trust 2023-C)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, of or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Lien granted to it hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets that result from actions Estate arising by, through or claims against, under the Owner Trustee solely (including in its individual capacity that capacity) which are not related unrelated to the administration or ownership of the Trust Estate. Further, notwithstanding anything to the contrary herein or in any other document, the Trustee shall not be required to execute, deliver or certify on behalf of the Trust, the Servicer, the Depositor or any other Person any filings, certificates, affidavits or other instruments required under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002. Notwithstanding any Person’s right to instruct the Trustee, neither the Trustee nor any agent, employee, director or officer of the Trustee shall have any obligation to execute any certificates or other documents required pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 or the rules and regulations promulgated thereunder, and the refusal to comply with any such instructions shall not constitute a default or breach under this Agreement or any other document in connection herewith.
Appears in 7 contracts
Samples: Trust Agreement (CNH Equipment Trust 2019-A), Trust Agreement (CNH Capital Receivables LLC), Trust Agreement (CNH Equipment Trust 2018-B)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Xxxx granted to it hereunder or to prepare or file any Commission filing (including any filings required under the Trust under any Basic Document Xxxxxxxx-Xxxxx Act) for the Issuer or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsTransaction Document. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Wilmington Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee Company nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity Wilmington Trust Company that are not related to the Trustownership or the administration of the Trust Estate. Notwithstanding anything contained herein to the contrary, with respect to the Note Insurer, the Owner Trustee undertakes to perform or observe only such of the covenants and obligations of the Owner Trustee as are expressly set forth in this Agreement, and no implied covenants or obligations with respect to the Note Insurer shall be read into this Agreement against the Owner Trustee. The Owner Trustee shall not be deemed to owe any fiduciary duty to the Note Insurer and shall not be liable to any such person other than as expressly set forth in the third sentence of Section 7.1 of this Agreement.
Appears in 6 contracts
Samples: Trust Agreement (Capital One Auto Receivables LLC), Trust Agreement (Capital One Auto Receivables LLC), Trust Agreement (Capital One Auto Receivables LLC)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any right, power, duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3, and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for the preparation, correctness, accuracy, existence, or filing of any financing or continuation statement or amendment in any public office at any time or to otherwise perfect the validity, existence, perfection or maintain maintenance of the perfection of any security interest or lien granted to it or to the Trust Issuer hereunder or under any Basic Document Transaction Document, nor shall the Owner Trustee have any responsibility to monitor the performance of any collateral, or to prepare or file any tax (subject to Section 5.3(a)), qualification to do business, license, Commission or other securities law filing, or other regulatory filing or report for the Issuer, or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsTransaction Document. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Wilmington Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity Wilmington Trust that are not related to the Trustownership or the administration of the Trust Estate or the Issuer.
Appears in 6 contracts
Samples: Trust Agreement (Bridgecrest Lending Auto Securitization Trust 2024-3), Trust Agreement (Bridgecrest Lending Auto Securitization Trust 2024-3), Trust Agreement (Bridgecrest Lending Auto Securitization Trust 2024-2)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Lien granted to it hereunder or to prepare or file any Commission filing (including any filings required under the Trust under any Basic Document Xxxxxxxx-Xxxxx Act) for the Issuer or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsTransaction Document. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Wilmington Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee Company nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity Wilmington Trust Company that are not related to the Trustownership or the administration of the Trust Estate. Notwithstanding anything contained herein to the contrary, with respect to the Note Insurer, the Owner Trustee undertakes to perform or observe only such of the covenants and obligations of the Owner Trustee as are expressly set forth in this Agreement, and no implied covenants or obligations with respect to the Note Insurer shall be read into this Agreement against the Owner Trustee. The Owner Trustee shall not be deemed to owe any fiduciary duty to the Note Insurer and shall not be liable to any such person other than as expressly set forth in the third sentence of Section 7.1 of this Agreement.
Appears in 6 contracts
Samples: Trust Agreement (Capital One Auto Receivables LLC), Trust Agreement (Capital One Auto Receivables LLC), Trust Agreement (Capital One Auto Finance Trust 2007-C)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Adverse Claim granted to it hereunder or to prepare or file any Commission filing for the Trust under any Basic Document Issuer or to record this Agreement or any other Basic Document or to prepareTransaction Document. To the extent that, file or execute any tax, license, qualification to do business or securities at law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Documentequity, the Owner Trustee shall not be required has duties (including fiduciary duties) and liabilities relating thereto to executethe Issuer or the Certificateholders, deliver or certify on behalf it is hereby understood and agreed by the other parties hereto that all such duties and liabilities are replaced by the duties and liabilities of the Owner Trustee expressly set forth in this Agreement and the Statutory Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawAct. The Owner Each Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Adverse Claims on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner such Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Trust Estate.
Appears in 6 contracts
Samples: Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Volkswagen Auto Lease Trust 2011-A), Trust Agreement (Volkswagen Auto Lease Trust 2011-A)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 5.3; and no implied duties (including fiduciary duties) or obligations existing at law or in equity shall be read into this Agreement or any other Basic Document against the Owner Trustee. To the extent that, at law or in equity, the Owner Trustee has duties (including, without limitation, fiduciary duties) and liabilities relating thereto to the Trust or to the Seller and the other Certificateholders, the Owner Trustee shall not be personally liable to the Trust or to the Seller and the other Certificateholders, to the fullest extent permitted by law, for the Owner Trustee’s good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including including, without limitation, fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto Owner Trustee, the Seller, and the Certificateholders to replace such other duties (including, without limitation, fiduciary duties) and liabilities to the fullest extent permitted by law (including, without limitation, Section 3806(c) of the Owner TrusteeStatutory Trust Statute, as amended). The Owner Trustee shall have no responsibility for filing any trust licensing or qualifications to do business, tax filing, financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any ownership or security interest or lien granted to it or the Trust under or to prepare or file any Basic Document Commission filing (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder) for the Trust or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Owner Trust Assets Estate that result from actions by, or claims against, the Owner Trustee (solely in its individual capacity capacity) and that are not related to the Trustownership or the administration of the Owner Trust Estate.
Appears in 6 contracts
Samples: Trust Agreement (GM Financial Consumer Automobile Receivables Trust 2023-4), Trust Agreement (GM Financial Consumer Automobile Receivables Trust 2023-4), Trust Agreement (AmeriCredit Automobile Receivables Trust 2023-2)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for the preparation, correctness, accuracy, existence, or filing of any financing or continuation statement or amendment in any public office at any time or to otherwise perfect the validity, existence, perfection or maintain maintenance of the perfection of any security interest or lien granted to it or to the Trust Issuer hereunder or under any Basic Document Transaction Document, nor shall the Owner Trustee have any responsibility to monitor the performance of any collateral, or to prepare or file any tax (subject to Section 5.3(a)), qualification to do business, license, Commission or other securities law filing, or other regulatory filing or report for the Issuer, or to record this Agreement or any other Basic Document or to prepareTransaction Document, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything requirement or other regulatory requirement applicable to the contrary herein or Issuer in any other Basic Document, connection with the Owner Trustee shall not be required to execute, deliver or certify on behalf of transactions contemplated by the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Transaction Documents. Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee Fargo nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity Xxxxx Fargo that are not related to the Trustownership or the administration of the Trust Estate or the Issuer.
Appears in 6 contracts
Samples: Trust Agreement (Drive Auto Receivables Trust 2021-3), Trust Agreement (Drive Auto Receivables Trust 2021-3), Trust Agreement (Drive Auto Receivables Trust 2021-2)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsProperty, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict all such implied duties or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trusteeobligations being hereby eliminated. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it or the Trust under any Basic Document hereunder or to record this Agreement prepare any securities law filing (including any filing with the Securities and Exchange Commission) or any other Basic Document or to prepare, (except as directed in writing by the Board of the Administrator if required by applicable law) file or execute any tax, license, qualification to do business business, license, application, report or securities law filing or report filing, or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything , to declare a LIBOR transaction event, determine an alternative index/benchmark, or have any involvement in connection with the contrary herein cessation or in replacement of LIBOR including providing, obtaining, or calculating any index, alternative, rate, benchmark, or adjustment factors or to record this Agreement or any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Property that result from actions by, or claims against, the Owner Trustee U.S. Bank Trust National Association (solely in its individual capacity capacity) and that are not related to the Trustownership or the administration of the Trust Property.
Appears in 5 contracts
Samples: Trust Agreement (Credit Acceptance Corp), Trust Agreement (Credit Acceptance Corp), Trust Agreement (Credit Acceptance Corp)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby Basic Document to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03Agreement. No implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, it being understood that, to the fullest extent that they restrict or eliminate the permitted by law, any implied duties (including fiduciary duties) and or liabilities of the Owner Trustee otherwise existing at law or in equity, equity with respect to the Trust are agreed by hereby eliminated and replaced with the parties hereto to replace such other express duties and liabilities of the Owner Trusteeobligations set forth in this Agreement. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or otherwise to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsDocument. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Trust Estate.
Appears in 5 contracts
Samples: Trust Agreement (Toyota Auto Receivables 2013-a Owner Trust), Trust Agreement (Toyota Auto Receivables 2011-a Owner Trust), Trust Agreement (Toyota Auto Receivables 2011-a Owner Trust)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Xxxx granted to it hereunder or to prepare or file any Commission filing (including any filings required under the Trust under any Basic Document Xxxxxxxx-Xxxxx Act) for the Issuer or to record this Agreement or any other Basic Document or to prepareTransaction Document. To the extent that, file or execute any tax, license, qualification to do business or securities at law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Documentequity, the Owner Trustee shall not be required has duties (including fiduciary duties) and liabilities relating thereto to executethe Issuer or the Certificateholder, deliver or certify on behalf it is hereby understood and agreed by the other parties hereto that all such duties and liabilities are replaced by the duties and liabilities of the Owner Trustee expressly set forth in this Agreement and the Statutory Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawAct. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Trust Estate. The Owner Trustee shall have no responsibility or liability for or with respect to the genuineness, value, sufficiency or validity of the Trust Estate.
Appears in 4 contracts
Samples: Trust Agreement (Volkswagen Auto Loan Enhanced Trust 2012-2), Trust Agreement (Volkswagen Auto Loan Enhanced Trust 2012-2), Trust Agreement (Volkswagen Auto Loan Enhanced Trust 2012-1)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for the preparation, correctness, accuracy, existence, or filing of any financing or continuation statement or amendment in any public office at any time or to otherwise perfect the validity, existence, perfection or maintain maintenance of the perfection of any security interest or lien granted to it or to the Trust Issuer hereunder or under any Basic Document Transaction Document, nor shall the Owner Trustee have any responsibility to monitor the performance of any collateral, or to prepare or file any tax (subject to Section 5.3(a)), qualification to do business, license, Commission or other securities law filing, or other regulatory filing or report for the Issuer, or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsTransaction Document. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Wilmington Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity Wilmington Trust that are not related to the ownership or the administration of the Trust Estate or the Trust.
Appears in 4 contracts
Samples: Trust Agreement (Santander Drive Auto Receivables Trust 2019-3), Trust Agreement (Santander Drive Auto Receivables Trust 2019-3), Trust Agreement (Santander Drive Auto Receivables Trust 2019-1)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby Basic Document to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03Agreement. No implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, it being understood that, to the fullest extent that they restrict or eliminate the permitted by law, any implied duties (including fiduciary duties) and or liabilities of the Owner Trustee otherwise existing at law or in equity, equity with respect to the Trust are agreed by hereby eliminated and replaced with the parties hereto to replace such other express duties and liabilities of the Owner Trusteeobligations set forth in this Agreement. The Owner Trustee shall have no responsibility or liability for the preparation, correctness, accuracy or filing of any financing or continuation statement (or amendment similar filing) in any public office at any time or to otherwise perfect for the existence, validity or maintain the perfection or maintenance of perfection of any security interest or lien granted to it hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust, or to prepare or file any report for the Trust under to be made with the United States Department of Treasury (or any Basic Document bureau thereof), or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsDocument. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely Trustee, in its individual capacity capacity, that are not related to the Trustownership or the administration of the Trust Estate.
Appears in 4 contracts
Samples: Trust Agreement (Toyota Auto Receivables 2024-C Owner Trust), Trust Agreement (Toyota Auto Receivables 2024-C Owner Trust), Trust Agreement (Toyota Auto Receivables 2023-C Owner Trust)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee or the Trust is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No , and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Xxxx granted to it hereunder or to prepare or file any Commission filing or tax filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepareDocument. To the extent that, file or execute any tax, license, qualification to do business or securities at law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Documentequity, the Owner Trustee shall not be required has duties (including fiduciary duties) and liabilities relating thereto to executethe Issuer or the Certificateholders, deliver or certify on behalf it is hereby understood and agreed by the other parties hereto that all such duties and liabilities are replaced by the duties and liabilities of the Owner Trustee expressly set forth in this Agreement and the Statutory Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawAct. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Trust Estate.
Appears in 4 contracts
Samples: Trust Agreement (Hyundai Auto Receivables Trust 2024-A), Trust Agreement (Hyundai Auto Receivables Trust 2024-A), Trust Agreement (Hyundai Auto Receivables Trust 2023-B)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Commission filing (including any filings required under the Trust under any Basic Document Sarbanes Oxley Act) for the Issuer or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsTransaction Document. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the U.S. Bank Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee National Association nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee U.S. Bank Trust National Association (solely in its individual capacity capacity) and that are not related to the Trustownership or the administration of the Trust Estate. Notwithstanding anything contained herein to the contrary, with respect to the Insurer, the Owner Trustee undertakes to perform or observe only such of the covenants and obligations of the Owner Trustee as are expressly set forth in this Agreement, and no implied covenants or obligations with respect to the Insurer shall be read into this Agreement against the Owner Trustee. The Owner Trustee shall not be deemed to owe any fiduciary duty to the Insurer and shall not be liable to any such person other than as expressly set forth in the third sentence of Section 7.1 of this Agreement.
Appears in 3 contracts
Samples: Trust Agreement (Santander Drive Auto Receivables Trust 2007-2), Trust Agreement (Santander Drive Auto Receivables Trust 2007-3), Trust Agreement (Santander Drive Auto Receivables Trust 2007-1)
No Duties Except as Specified in this Agreement or in Instructions. (a) The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsProperty, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict such implied duties or eliminate obligations exist, such duties are hereby eliminated and replaced by the duties (including fiduciary duties) expressly and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trusteespecifically stated herein. The Owner Trustee shall have no responsibility for filing the preparation, filing, correctness, or accuracy of any financing or continuation statement or amendment in any public office at any time or shall have no responsibility to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare any securities law filing (including any filing with the Securities and Exchange Commission) or (except as directed in writing by the Board or the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, Administrator if required by applicable law) file or execute any tax, license, qualification to do business business, license, application, report or securities law filing or report filing, or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything , to declare a benchmark transition event, determine an alternative index/benchmark, select a bank or financial institute to provide an alternative index/benchmark, process, access or store or otherwise handle federal tax information or have any involvement in connection with the contrary herein cessation or in replacement of any benchmark including providing, obtaining, or calculating any index, alternative, rate, benchmark, or adjustment factors or to record this Agreement or any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Property that result from actions by, or claims against, the Owner Trustee Computershare Delaware Trust Company (solely in its individual capacity capacity) and that are not related to the Trustownership or the administration of the Trust Property.
Appears in 3 contracts
Samples: Trust Agreement (Credit Acceptance Corp), Trust Agreement (Credit Acceptance Corp), Trust Agreement (Credit Acceptance Corp)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Adverse Claim granted to it hereunder or to prepare or file any Commission filing for the Trust under any Basic Document Issuer or to record this Agreement or any other Basic Document or to prepareTransaction Document. To the extent that, file or execute any tax, license, qualification to do business or securities at law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Documentequity, the Owner Trustee shall not be required has duties (including fiduciary duties) and liabilities relating thereto to executethe Issuer or the Certificateholders, deliver or certify on behalf it is hereby understood and agreed by the other parties hereto that all such duties and liabilities are replaced by the duties and liabilities of the Owner Trustee expressly set forth in this Agreement and the Statutory Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawAct. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Adverse Claims on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Trust Estate.
Appears in 3 contracts
Samples: Trust Agreement (Vw Credit Leasing LTD), Trust Agreement (Volkswagen Auto Lease Trust 2013-A), Trust Agreement (Volkswagen Auto Lease Trust 2013-A)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for the preparation, correctness, 28 Amended and Restated Trust Agreement (SDART 2021-3) accuracy, existence, or filing of any financing or continuation statement or amendment in any public office at any time or to otherwise perfect the validity, existence, perfection or maintain maintenance of the perfection of any security interest or lien granted to it or to the Trust Issuer hereunder or under any Basic Document Transaction Document, nor shall the Owner Trustee have any responsibility to monitor the performance of any collateral, or to prepare or file any tax (subject to Section 5.3(a)), qualification to do business, license, Commission or other securities law filing, or other regulatory filing or report for the Issuer, or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsTransaction Document. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Wilmington Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity Wilmington Trust that are not related to the Trustownership or the administration of the Trust Estate or the Issuer.
Appears in 2 contracts
Samples: Trust Agreement (Santander Drive Auto Receivables Trust 2021-3), Trust Agreement (Santander Drive Auto Receivables Trust 2021-3)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for the preparation, correctness, accuracy, existence, or filing of any financing or continuation statement or amendment in any public office at any time or to otherwise perfect the validity, existence, perfection or maintain maintenance of the perfection of any security interest or lien granted to it or to the Trust Issuer hereunder or under any Basic Document Transaction Document, nor shall the Owner Trustee have any responsibility to monitor the performance of any collateral, or to prepare or file any tax (subject to Section 5.3(a)), qualification to do business, license, Commission or other securities law filing, or other regulatory filing or report for the Issuer, or to record this Agreement or any other Basic Document or to prepareTransaction Document, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything requirement or other regulatory requirement applicable to the contrary herein or Issuer in any other Basic Document, connection with the Owner Trustee shall not be required to execute, deliver or certify on behalf of transactions contemplated by the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawTransaction Documents. The Owner Trustee shall have no responsibility, duty, obligation or liability with respect to any transition event for an interest rate index/benchmark, determining an alternative index/benchmark, nor shall it have any involvement in connection with the cessation or replacement of an index/benchmark, including providing, obtaining, or calculating any index, alternative rate, benchmark or adjustment factors or any other matters related to or arising in connection with the 28 Amended and Restated Trust Agreement (DRIVE 2020-2) foregoing. Xxxxx Fargo nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity Xxxxx Fargo that are not related to the Trustownership or the administration of the Trust Estate or the Issuer.
Appears in 2 contracts
Samples: Trust Agreement (Drive Auto Receivables Trust 2020-2), Trust Agreement (Drive Auto Receivables Trust 2020-2)
No Duties Except as Specified in this Agreement or in Instructions. (a) The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsProperty, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict such implied duties or eliminate obligations exist, such duties are hereby eliminated and replaced by the duties (including fiduciary duties) expressly and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trusteespecifically stated herein. The Owner Trustee shall have no responsibility for filing the preparation, filing, correctness, or accuracy of any financing or continuation statement or amendment in any public office at any time or shall have no responsibility to otherwise perfect or maintain the perfection of any security interest or lien granted to it or the Trust under any Basic Document hereunder or to record this Agreement prepare any securities law filing (including any filing with the Securities and Exchange Commission) or any other Basic Document or to prepare, (except as directed in writing by the Board of the Administrator if required by applicable law) file or execute any tax, license, qualification to do business business, license, application, report or securities law filing or report filing, or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything , to declare a LIBOR transaction event, determine an alternative index/benchmark, select a bank or financial institute to provide an alternative index/benchmark, process, access or store or otherwise handle federal tax information or have any involvement in connection with the contrary herein cessation or in replacement of LIBOR including providing, obtaining, or calculating any index, alternative, rate, benchmark, or adjustment factors or to record this Agreement or any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Property that result from actions by, or claims against, the Owner Trustee Computershare Delaware Trust Company (solely in its individual capacity capacity) and that are not related to the Trustownership or the administration of the Trust Property.
Appears in 2 contracts
Samples: Trust Agreement (Credit Acceptance Corp), Trust Agreement (Credit Acceptance Corp)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for the preparation, correctness, 28 Amended and Restated Trust Agreement (SDART 2021-4) accuracy, existence, or filing of any financing or continuation statement or amendment in any public office at any time or to otherwise perfect the validity, existence, perfection or maintain maintenance of the perfection of any security interest or lien granted to it or to the Trust Issuer hereunder or under any Basic Document Transaction Document, nor shall the Owner Trustee have any responsibility to monitor the performance of any collateral, or to prepare or file any tax (subject to Section 5.3(a)), qualification to do business, license, Commission or other securities law filing, or other regulatory filing or report for the Issuer, or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsTransaction Document. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Wilmington Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity Wilmington Trust that are not related to the Trustownership or the administration of the Trust Estate or the Issuer.
Appears in 2 contracts
Samples: Trust Agreement (Santander Drive Auto Receivables Trust 2021-4), Trust Agreement (Santander Drive Auto Receivables Trust 2021-4)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Lxxx granted to it hereunder or to prepare or file any Commission filing (including any filings required under the Trust under any Basic Document Sxxxxxxx-Xxxxx Act) for the Issuer or to record this Agreement or any other Basic Document or to prepareTransaction Document. To the extent that, file or execute any tax, license, qualification to do business or securities at law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Documentequity, the Owner Trustee shall not be required has duties (including fiduciary duties) and liabilities relating thereto to executethe Issuer or the Certificateholder, deliver or certify on behalf it is hereby understood and agreed by the other parties hereto that all such duties and liabilities are replaced by the duties and liabilities of the Owner Trustee expressly set forth in this Agreement and the Statutory Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawAct. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Trust Estate. The Owner Trustee shall have no responsibility or liability for or with respect to the genuineness, value, sufficiency or validity of the Trust Estate.
Appears in 2 contracts
Samples: Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for the preparation, correctness, accuracy, existence, or filing of any financing or continuation statement or amendment in any public office at any time or to otherwise perfect the validity, existence, perfection or maintain maintenance of the perfection of any security interest or lien granted to it or to the Trust Issuer hereunder or under any Basic Document Transaction Document, nor shall the Owner Trustee have any responsibility to monitor the performance of any collateral, or to prepare or file any tax (subject to Section 5.3(a)), qualification to do business, license, Commission or other securities law filing, or other regulatory filing or report for the Issuer, or to record this Agreement or any other Basic Document or to prepareTransaction Document, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything requirement or other regulatory requirement applicable to the contrary herein or Issuer in any other Basic Document, connection with the Owner Trustee shall not be required to execute, deliver or certify on behalf of transactions contemplated by the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawTransaction Documents. The Owner Trustee shall have no responsibility, duty, obligation or liability with respect to any transition event for an interest rate index/benchmark, determining an alternative index/benchmark, nor shall it have any involvement in connection with the cessation or replacement of an index/benchmark, including providing, obtaining, or calculating any index, alternative rate, benchmark or adjustment factors or any other matters related to or arising in connection with the foregoing. Xxxxx Fargo nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity Xxxxx Fargo that are not related to the Trustownership or the administration of the Trust Estate or the Issuer.
Appears in 2 contracts
Samples: Trust Agreement (Drive Auto Receivables Trust 2020-1), Trust Agreement (Drive Auto Receivables Trust 2020-1)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby Basic 17 (Nissan 2013-C Amended & Restated Trust Agreement) Document to which the Owner Trustee is a partyparty or otherwise contemplated hereby, except as expressly provided by the terms of this Agreement Agreement, any Basic Document to which the Trust is a party or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or otherwise to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsDocument. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Owner Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Owner Trust Estate.
Appears in 2 contracts
Samples: Trust Agreement (Nissan Auto Receivables 2013-C Owner Trust), Trust Agreement (Nissan Auto Receivables 2013-C Owner Trust)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Lien granted to it hereunder or to prepare or file any Commission filing (including any filings required under the Trust under any Basic Document Xxxxxxxx-Xxxxx Act), for the Issuer or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction Transaction Document. BNY Mellon Trust of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee Delaware nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity BNY Mellon Trust of Delaware that are not related to the Trustownership or the administration of the Trust Estate. The Owner Trustee shall have no responsibility or liability for or with respect to the genuineness, value, sufficiency or validity of the Trust Estate.
Appears in 2 contracts
Samples: Trust Agreement (Capital One Prime Auto Receivables Trust 2020-1), Trust Agreement (Capital One Prime Auto Receivables Trust 2020-1)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any right, power, duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for the preparation, correctness, accuracy, existence, or filing of any financing or continuation statement or amendment in any public office at any time or to otherwise perfect the validity, existence, perfection or maintain maintenance of the perfection of any security interest or lien granted to it or to the Trust Issuer hereunder or under any Basic Document Transaction Document, nor shall the Owner Trustee have any responsibility to monitor the performance of any collateral, or to prepare or file any tax (subject to Section 5.3(a)), qualification to do business, license, Commission or other securities law filing, or other regulatory filing or report for the Issuer, or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsTransaction Document. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Wilmington Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity Wilmington Trust that are not related to the Trustownership or the administration of the Trust Estate or the Issuer.
Appears in 2 contracts
Samples: Trust Agreement (Bridgecrest Lending Auto Securitization Trust 2023-1), Trust Agreement (Bridgecrest Lending Auto Securitization Trust 2023-1)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee or the Trust is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No , and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Lien granted to it hereunder or to prepare or file any Commission filing or tax filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepareDocument. To the extent that, file or execute any tax, license, qualification to do business or securities at law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Documentequity, the Owner Trustee shall not be required has duties (including fiduciary duties) and liabilities relating thereto to executethe Issuer or the Certificateholders, deliver or certify on behalf it is hereby understood and agreed by the other parties hereto that all such duties and liabilities are replaced by the duties and liabilities of the Owner Trustee expressly set forth in this Agreement and the Statutory Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawAct. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trust.ownership or the administration of the Trust Estate. 25 (2017-A Amended and Restated Trust Agreement)
Appears in 2 contracts
Samples: Trust Agreement (Hyundai Abs Funding LLC), Trust Agreement (Hyundai Auto Receivables Trust 2017-A)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby Basic 17 (Nissan 2013-B Amended & Restated Trust Agreement) Document to which the Owner Trustee is a partyparty or otherwise contemplated hereby, except as expressly provided by the terms of this Agreement Agreement, any Basic Document to which the Trust is a party or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or otherwise to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsDocument. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Owner Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Owner Trust Estate.
Appears in 2 contracts
Samples: Trust Agreement (Nissan Auto Receivables 2013-B Owner Trust), Trust Agreement (Nissan Auto Receivables 2013-B Owner Trust)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for the preparation, correctness, 28 Amended and Restated Trust Agreement (SDART 2021-1) accuracy, existence, or filing of any financing or continuation statement or amendment in any public office at any time or to otherwise perfect the validity, existence, perfection or maintain maintenance of the perfection of any security interest or lien granted to it or to the Trust Issuer hereunder or under any Basic Document Transaction Document, nor shall the Owner Trustee have any responsibility to monitor the performance of any collateral, or to prepare or file any tax (subject to Section 5.3(a)), qualification to do business, license, Commission or other securities law filing, or other regulatory filing or report for the Issuer, or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsTransaction Document. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Wilmington Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity Wilmington Trust that are not related to the Trustownership or the administration of the Trust Estate or the Issuer.
Appears in 2 contracts
Samples: Trust Agreement (Santander Drive Auto Receivables Trust 2021-1), Trust Agreement (Santander Drive Auto Receivables Trust 2021-1)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Xxxx granted to it hereunder or to prepare or file any Commission filing (including any filings required under the Trust under any Basic Document Xxxxxxxx-Xxxxx Act) for the Issuer or to record this Agreement or any other Basic Document or to prepareTransaction Document. To the extent that, file or execute any tax, license, qualification to do business or securities at law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Documentequity, the Owner Trustee shall not be required has duties (including fiduciary duties) and liabilities relating thereto to executethe Issuer or the Certificateholder, deliver or certify on behalf it is hereby understood and agreed by the other parties hereto that all such duties and liabilities are replaced by the duties and liabilities of the Owner Trustee expressly set forth in this Agreement and the Statutory Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawAct. The Owner Each Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner such Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Trust Estate. The Owner Trustee shall have no responsibility or liability for or with respect to the genuineness, value, sufficiency or validity of the Trust Estate.
Appears in 2 contracts
Samples: Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Lien granted to it hereunder or to prepare or file any Commission filing (including any filings required under the Trust under any Basic Document Xxxxxxxx-Xxxxx Act) for the Issuer or to record this Agreement or any other Basic Document or to prepareTransaction Document. To the extent that, file or execute any tax, license, qualification to do business or securities at law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Documentequity, the Owner Trustee shall not be required has duties (including fiduciary duties) and liabilities relating thereto to executethe Issuer or the Certificateholder, deliver or certify on behalf it is hereby understood and agreed by the other parties hereto that all such duties and liabilities are replaced by the duties and liabilities of the Owner Trustee expressly set forth in this Agreement and the Statutory Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawAct. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Trust Estate. The Owner Trustee shall have no responsibility or liability for or with respect to the genuineness, value, sufficiency or validity of the Trust Estate.
Appears in 2 contracts
Samples: Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Assets, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it or the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Assets that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trust.
Appears in 2 contracts
Samples: Trust Agreement, Trust Agreement
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for the preparation, correctness, 28 Amended and Restated Trust Agreement (SDART 2019-2) accuracy, existence, or filing of any financing or continuation statement or amendment in any public office at any time or to otherwise perfect the validity, existence, perfection or maintain maintenance of the perfection of any security interest or lien granted to it or to the Trust Issuer hereunder or under any Basic Document Transaction Document, nor shall the Owner Trustee have any responsibility to monitor the performance of any collateral, or to prepare or file any tax (subject to Section 5.3(a)), qualification to do business, license, Commission or other securities law filing, or other regulatory filing or report for the Issuer, or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsTransaction Document. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Wilmington Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity Wilmington Trust that are not related to the ownership or the administration of the Trust Estate or the Trust.
Appears in 2 contracts
Samples: Trust Agreement (Santander Drive Auto Receivables Trust 2019-2), Trust Agreement (Santander Drive Auto Receivables Trust 2019-2)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for the preparation, correctness, accuracy, existence, or filing of any financing or continuation statement or amendment in any public office at any time or to otherwise perfect the validity, existence, perfection or maintain maintenance of the perfection of any security interest or lien granted to it or to the Trust Issuer hereunder or under any Basic Document Transaction Document, nor shall the Owner Trustee have any responsibility to monitor the performance of any collateral, or to prepare or file any tax (subject to Section 5.3(a)), qualification to do business, license, Commission or other securities law filing, or other regulatory filing or report for the Issuer (including, for the avoidance of doubt, any report to be made with the U.S. Department of Treasury or any bureau thereof), or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsTransaction Document. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Wilmington Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity Wilmington Trust that are not related to the Trustownership or the administration of the Trust Estate or the Issuer.
Appears in 2 contracts
Samples: Trust Agreement (Santander Drive Auto Receivables Trust 2024-3), Trust Agreement (Santander Drive Auto Receivables Trust 2024-3)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for the preparation, correctness, accuracy, existence, or filing of any financing or continuation statement or amendment in any public office at any time or to otherwise perfect the validity, existence, perfection or maintain maintenance of the perfection of any security interest or lien granted to it or to the Trust Issuer hereunder or under any Basic Document Transaction Document, nor shall the Owner Trustee have any responsibility to monitor the performance of any collateral, or to prepare or file any tax (subject to Section 5.3(a)), qualification to do business, license, Commission or other securities law filing, or other regulatory filing or report for the Issuer, or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsTransaction Document. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee Fargo nevertheless agrees that it shall28 Amended and Restated Trust Agreement (DRIVE 2018-5) will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity Xxxxx Fargo that are not related to the ownership or the administration of the Trust Estate or the Trust.
Appears in 2 contracts
Samples: Trust Agreement (Drive Auto Receivables Trust 2018-5), Trust Agreement (Drive Auto Receivables Trust 2018-5)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, the Transaction Documents or any document contemplated hereby to which the Owner Trustee is a partyor thereby, except as expressly provided by the terms of this Trust Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No ; and no implied duties (including fiduciary duties) or obligations shall be read into this Trust Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing or amending any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder, preparing or the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute filing any tax, license, qualification to do business or securities law filing or report report, monitoring or to monitor or enforce enforcing the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver execution or certify on behalf filing of any documents or filings with the Commission for the Trust or recording this Trust Agreement or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawTransaction Document. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trust, this Trust Agreement, the Trust Company’s serving as Owner Trustee.
Appears in 1 contract
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Commission filing (including any filings required under the Trust under any Basic Document Sarbanes Oxley Act) for the Issuer or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsTransaction Document. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee [ ] nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee [ ] (solely in its individual capacity capacity) and that are not related to the Trustownership or the administration of the Trust Estate. [Notwithstanding anything contained herein to the contrary, with respect to the Insurer, the Owner Trustee undertakes to perform or observe only such of the covenants and obligations of the Owner Trustee as are expressly set forth in this Agreement, and no implied covenants or obligations with respect to the Insurer shall be read into this Agreement against the Owner Trustee.] The Owner Trustee shall not [be deemed to owe any fiduciary duty to the Insurer and shall not] be liable to any such person other than as expressly set forth in the third sentence of Section 7.1 of this Agreement.
Appears in 1 contract
Samples: Trust Agreement (Santander Drive Auto Receivables LLC)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Grantor Trust Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Grantor Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Grantor Trust or the Grantor Trust Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Grantor Trust Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Grantor Trust Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Grantor Trust Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Xxxx granted to it hereunder or to prepare or file any Commission filing (including any filings required under the Xxxxxxxx-Xxxxx Act), for the Grantor Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Transaction Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Grantor Trust Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Grantor Trust Trustee solely in its individual capacity that are not related to the Trust.ownership or the administration of the Trust Estate. The Grantor Trust Trustee shall have no responsibility or liability for or with respect to the genuineness, value, sufficiency or validity of the Trust Estate.
Appears in 1 contract
Samples: Trust Agreement
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, t[he Sub-Trust or the Sub-Trust Assets, ,] or to otherwise take or refrain from taking any action under, or in connection with, any document Basic Document or otherwise contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement Agreement, any Basic Document to which the Trust is a party or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or otherwise to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsDocument. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Owner Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Owner Trust Estate.
Appears in 1 contract
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, this Agreement and any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 5.3; and no implied duties (including fiduciary duties) or obligations existing at law or in equity shall be read into this Agreement or any other Basic Document against the Owner Trustee. To the extent that, at law or in equity, the Owner Trustee has duties (including, without limitation, fiduciary duties) and liabilities relating thereto to the Trust or to the Seller and the other Certificateholders, the Owner Trustee shall not be personally liable to the Trust or to the Seller and the other Certificateholders, to the fullest extent permitted by law, for the Owner Trustee’s good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including including, without limitation, fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto Owner Trustee, the Seller and the Certificateholders to replace such other duties (including, without limitation, fiduciary duties) and liabilities to the fullest extent permitted by law (including, without limitation, Section 3806(c)(2) of the Owner TrusteeStatutory Trust Statute, as amended). The Owner Trustee shall have no responsibility for filing any trust licensing or qualifications to do business, tax filing, financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any ownership or security interest or lien granted to it or the Trust under or to prepare or file any Basic Document Commission filing (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder) for the Trust or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Owner Trust Assets Estate that result from actions by, or claims against, the Owner Trustee (solely in its individual capacity capacity) and that are not related to the Trustownership or the administration of the Owner Trust Estate.
Appears in 1 contract
Samples: Trust Agreement (Afs Sensub Corp.)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Commission filing (including any filings required under the Trust under any Basic Document Sarbanes Oxley Act) for the Issuer or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsTransaction Document. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee [ ] nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee [___] (solely in its individual capacity capacity) and that are not related to the Trustownership or the administration of the Trust Estate. [Notwithstanding anything contained herein to the contrary, with respect to the Insurer, the Owner Trustee undertakes to perform or observe only such of the covenants and obligations of the Owner Trustee as are expressly set forth in this Agreement, and no implied covenants or obligations with respect to the Insurer shall be read into this Agreement against the Owner Trustee.] The Owner Trustee shall not [be deemed to owe any fiduciary duty to the Insurer and shall not] be liable to any such person other than as expressly set forth in the third sentence of Section 7.1 of this Agreement.
Appears in 1 contract
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsProperty, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict all such implied duties or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trusteeobligations being hereby eliminated. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it or the Trust under any Basic Document hereunder or to record this Agreement prepare any securities law filing (including any filing with the Securities and 373751 Exchange Commission) or any other Basic Document or to prepare, (except as directed in writing by the Board of the Administrator if required by applicable law) file or execute any tax, license, qualification to do business business, license, application, report or securities law filing or report filing, or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything , to declare a LIBOR transaction event, determine an alternative index/benchmark, or have any involvement in connection with the contrary herein cessation or in replacement of LIBOR including providing, obtaining, or calculating any index, alternative, rate, benchmark, or adjustment factors or to record this Agreement or any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Property that result from actions by, or claims against, the Owner Trustee U.S. Bank Trust National Association (solely in its individual capacity capacity) and that are not related to the Trustownership or the administration of the Trust Property.
Appears in 1 contract
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, the Transaction Documents or any document contemplated hereby to which the Owner Trustee is a partyor thereby (including as provided in Section 6.02), except as expressly provided by the terms of this Trust Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No ; and no implied duties (including fiduciary duties) or obligations shall be read into this Trust Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of Except as may be expressly provided in this Trust Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Commission filing for the Trust under any Basic Document or to record this Trust Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Transaction Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expenseexpense (and not at the expense of the Trust), promptly take all action as may be necessary to discharge any liens on any part of the Trust Assets Estate that result from actions by, or are attributable to claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Trust Estate. The Owner Trustee is authorized to execute on behalf of the Trust all documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file, or deliver pursuant to the Transaction Documents. Notwithstanding the foregoing, the Owner Trustee shall procure, prepare or cause to be prepared or obtain for delivery with respect to the following matters: (i) the maintenance of the books of the Trust pursuant to Section 5.05(a); (ii) the furnishing of any notices to Certificateholders as required under the Transaction Documents, including notices regarding amendments pursuant to Section 11.01, to the extent the Owner Trustee has come into possession of such notices; and (iii) the filing of tax returns (once delivered to it in final form) and elections of the Trust pursuant to Section 5.05.
Appears in 1 contract
Samples: Trust Agreement (Ares Capital Corp)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it or the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trust.
Appears in 1 contract
Samples: Trust Agreement
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for the preparation, correctness, accuracy, existence, or filing of any financing or continuation statement or amendment in any public office at any time or to otherwise perfect the validity, existence, perfection or maintain maintenance of the perfection of any security interest or lien granted to it or to the Trust Issuer hereunder or under any Basic Document Transaction Document, nor shall the Owner Trustee have any responsibility to monitor the performance of any collateral, or to prepare or file any tax (subject to Section 5.3(a)), qualification to do business, license, Commission or other securities law filing, or other regulatory filing or report for the Issuer, or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsTransaction Document. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee [_________] nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity [_________] that are not related to the Trustownership or the administration of the Trust Estate or the Issuer.
Appears in 1 contract
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not be required to perform any of the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by (i) the Servicer under the Servicing Agreement or the SUBI Trust Agreement, (ii) the Depositor under this Agreement, the SUBI Certificate Transfer Agreement or the Back-Up Security Agreement, (iii) the Administrator under this Agreement, the Administration Agreement or the Indenture or (iv) the Indenture Trustee under the Indenture. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby Basic Document to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03Agreement. No implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, it being understood that, to the fullest extent that they restrict or eliminate the permitted by law, any implied duties (including fiduciary duties) and or liabilities of the Owner Trustee otherwise existing at law or in equity, equity with respect to the Trust are agreed by hereby eliminated and replaced with the parties hereto to replace such other express duties and liabilities of the Owner Trusteeobligations set forth in this Agreement. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or otherwise to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to perpare or file any Securities and Exchange Commission filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsDocument. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Trust Estate.
Appears in 1 contract
Samples: Trust Agreement (Toyota Lease Trust)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby Basic Document to which the Owner Trustee is a partyparty or otherwise contemplated hereby, except as expressly provided by the terms of this Agreement Agreement, any Basic Document to which the Trust is a party or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing (Nissan _____ Amended and Restated Trust Agreement) any financing or continuation statement or amendment in any public office at any time or otherwise to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsDocument. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Owner Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Owner Trust Estate.
Appears in 1 contract
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No To the extent that, at law or in equity, the Owner Trustee has duties (including, without limitation, fiduciary duties) and liabilities relating thereto to the Trust, the Depositor, or the Owner, it is hereby agreed that such duties and liabilities are replaced by the provisions of this Agreement and the Owner Trustee shall not be personally liable to such Person for its good faith reliance on the provisions of this Agreement. The Owner Trustee shall not have any implied duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Trust, which implied duties are hereby eliminated, and no implied duties or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Owner Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Owner Trust Estate.
Appears in 1 contract
Samples: Trust Agreement (Chrysler Financial Auto Securitization Trust 2010-A)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Xxxx granted to it hereunder or to prepare or file any Commission filing (including any filings required under the Trust under any Basic Document Xxxxxxxx-Xxxxx Act) for the Issuer or to record this Agreement or any other Basic Document or to prepareTransaction Document. To the extent that, file or execute any tax, license, qualification to do business or securities at law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Documentequity, the Owner Trustee shall not be required has duties (including fiduciary duties) and liabilities relating thereto to executethe Issuer or the Certificateholder, deliver or certify on behalf it is hereby understood and agreed by the other parties hereto that all such duties and liabilities are replaced by the duties and liabilities of the Owner Trustee expressly set forth in this Agreement and the Statutory Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawAct. [The Owner Trustee Trustee][Each Trustee] nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, [the Owner Trustee solely in its individual capacity Trustee][such Trustee] that are not related to the Trustownership or the administration of the Trust Estate. The Owner Trustee shall have no responsibility or liability for or with respect to the genuineness, value, sufficiency or validity of the Trust Estate.
Appears in 1 contract
Samples: Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)
No Duties Except as Specified in this Agreement or in Instructions. . The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsProperty, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict all such implied duties or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trusteeobligations being hereby eliminated. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it or the Trust under any Basic Document hereunder or to record this Agreement prepare any securities law filing (including any filing with the Securities and Exchange Commission) or any other Basic Document or to prepare, (except as directed in writing by the Board of the Administrator if required by applicable law) file or execute any tax, license, qualification to do business business, license, application, report or securities law filing or report filing, or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything , to declare a LIBOR transaction event, determine an alternative index/benchmark, or have any involvement in connection with the contrary herein cessation or in replacement of LIBOR including providing, obtaining, or calculating any index, alternative, rate, benchmark, or adjustment factors or to record this Agreement or any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Property that result from actions by, or claims against, the Owner Trustee U.S. Bank Trust National Association (solely in its individual capacity capacity) and that are not related to the Trustownership or the administration of the Trust Property.
Appears in 1 contract
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document or, with respect to Certificates, any Series Supplement or any Series Related Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Commission filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or or, with respect to prepareCertificates, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust Series Supplement or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawSeries Related Document. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Owner Trust Assets Estate that result from actions by, or claims against, the Owner Trustee (solely in its individual capacity capacity) and that are not related to the Trustownership or the administration of the Owner Trust Estate.
Appears in 1 contract
No Duties Except as Specified in this Agreement or in Instructions. The Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, of or otherwise deal with the Trust AssetsProperty, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee any one of them is a party, except as expressly provided by the terms of this Agreement (including as provided in Section 6.2), in any Basic Document or in any document or written instruction received by the Co-Owner Trustee or Trust Eligible Lender Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Co-Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of Trust Eligible Lender Trustee. Neither the Owner Trustee. The , the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall have no any responsibility for preparing, monitoring or filing any financing or continuation statement or amendment statements in any public office at any time or otherwise to otherwise perfect or maintain the perfection of any security interest or lien granted to it or the Trust under any Basic Document hereunder or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document. Each of the Owner Trustee, the Co-Owner Trustee shall not be required to execute, deliver or certify on behalf of and the Trust or any other Person any filingsEligible Lender Trustee, certificatesnevertheless, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expenseexpense (and not at the expense of the Trust), promptly take all action as may be necessary to discharge any liens on any part of the Trust Assets Property that result from actions by, or are attributable to claims againstagainst the Owner Trustee, the Co-Owner Trustee solely or the Trust Eligible Lender Trustee in its individual capacity capacity, respectively, that are not related to the Trustownership or the administration of the Trust Property.
Appears in 1 contract
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, of or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Lien granted to it hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets that result from actions Estate arising by, through or claims againstunder the Trustee (including in its individual capacity) which are unrelated to the administration or ownership of the Trust Estate. Further, notwithstanding anything to the contrary herein or in any other document, the Owner Trustee solely in its individual capacity that are shall not related be required to execute, deliver or certify on behalf of the Trust, the Servicer, the Depositor or any other Person any filings, certificates, affidavits or other instruments required under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002. Notwithstanding any Person’s right to instruct the Owner Trustee, neither the Owner Trustee nor any agent, employee, director or officer of the Owner Trustee shall have any obligation to execute any certificates or other documents required pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 or the rules and regulations promulgated thereunder, and the refusal to comply with any such instructions shall not constitute a default or breach under this Agreement or any other document in connection herewith.
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No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not be required to perform any of the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by (i) the Servicer under the Servicing Agreement or the SUBI Trust Agreement, (ii) the Depositor under this Agreement, the SUBI Certificate Transfer Agreement or the Back-Up Security Agreement, (iii) the Administrator under this Agreement, the Administration Agreement or the Indenture or (iv) the Indenture Trustee under the Indenture. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby Basic Document to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03Agreement. No implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, it being understood that, to the fullest extent that they restrict or eliminate the permitted by law, any implied duties (including fiduciary duties) and or liabilities of the Owner Trustee otherwise existing at law or in equity, equity with respect to the Trust are agreed by hereby eliminated and replaced with the parties hereto to replace such other express duties and liabilities of the Owner Trusteeobligations set forth in this Agreement. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or otherwise to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsDocument. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Trust Estate.
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Samples: Trust Agreement (Toyota Lease Trust)
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, the Transaction Documents or any document contemplated hereby to which the Owner Trustee is a partyor thereby, except as expressly provided by the terms of this Trust Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No ; and no implied duties (including fiduciary duties) or obligations shall be read into this Trust Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing or amending any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder, preparing or the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute filing any tax, license, qualification to do business or securities law filing or report report, monitoring or to monitor or enforce enforcing the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver execution or certify on behalf filing of any documents or filings with the Commission for the Trust or recording this Trust Agreement or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawTransaction Document. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trust, this Trust Agreement, the Trust Company’s serving as Owner Trustee or the ownership or the administration of the Trust Estate.
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No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties arising at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Lien granted to it or the Trust Issuer hereunder or under any Basic Document other Transaction Document, or to record this Agreement prepare or file any filing or report with the Commission (including any filings required under the Xxxxxxxx-Xxxxx Act) or pursuant to any other Basic Document securities law, or to prepare, prepare or file or execute any tax, license, qualification to do business business, tax, regulatory or securities law other filing or report reports for the Issuer, or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything retention, insurance, CTA or other regulatory requirements applicable to the contrary herein Issuer, its assets or its beneficial owners, or to record this Agreement or any other Transaction Document. To the extent that, at law or in any other Basic Documentequity, the Owner Trustee shall not be required has duties (including fiduciary duties) and liabilities relating thereto to executethe Issuer or the Certificateholder, deliver or certify on behalf it is hereby understood and agreed by the other parties hereto that all such duties and liabilities are hereby eliminated and replaced by the duties and liabilities of the Owner Trustee expressly set forth in this Agreement and the Statutory Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawStatute. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trust.ownership or the administration of the Trust Estate. The Owner Trustee shall have no responsibility or liability for or with respect to the genuineness, value, sufficiency or validity of the Trust Estate. 12 Amended and Restated Trust Agreement (PFAST 20[ ]-[ ])
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No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsEstate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee or the Trust is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No , and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Lien granted to it hereunder or to prepare or file any SEC filing or tax filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepareDocument. To the extent that, file or execute any tax, license, qualification to do business or securities at law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Documentequity, the Owner Trustee shall not be required has duties (including fiduciary duties) and liabilities relating thereto to executethe Issuer or the Certificateholders, deliver or certify on behalf it is hereby understood and agreed by the other parties hereto that all such duties and liabilities are replaced by the duties and liabilities of the Owner Trustee expressly set forth in this Agreement and the Statutory Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawAct. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Trust Estate.
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Samples: Trust Agreement (Hyundai Auto Receivables Trust 2015-C)
No Duties Except as Specified in this Agreement or in Instructions. The Neither the Owner Trustee nor the Trust Eligible Lender Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, of or otherwise deal with the Trust AssetsProperty, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee any one of them is a party, except as expressly provided by the terms of this Agreement (including as provided in Section 6.2), in any Basic Document or in any document or written instruction received by the Owner Trustee or Trust Eligible Lender Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee or the Trust Eligible Lender Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of Neither the Owner Trustee otherwise existing at law or in equity, are agreed by nor the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trust Eligible Lender Trustee shall have no any responsibility for preparing, monitoring or filing any federal or state securities law filing or report, any financing or continuation statement or amendment statements in any public office at any time or otherwise to otherwise perfect or maintain the perfection of any security interest or lien granted to it or the Trust under any Basic Document hereunder or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, . Each of the Owner Trustee shall not be required to execute, deliver or certify on behalf of and the Trust or any other Person any filingsEligible Lender Trustee, certificatesnevertheless, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expenseexpense (and not at the expense of the Trust), promptly take all action as may be necessary to discharge any liens on any part of the Trust Assets Property that result from actions by, or are attributable to claims against, against the Owner Trustee solely or the Trust Eligible Lender Trustee in its individual capacity capacity, respectively, that are not related to the Trustownership or the administration of the Trust Property.
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No Duties Except as Specified in this Agreement or in Instructions. (a) The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust AssetsProperty, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict such implied duties or eliminate obligations exist, such duties are hereby eliminated and replaced by the duties (including fiduciary duties) expressly and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trusteespecifically stated herein. The Owner Trustee shall have no responsibility for filing the preparation, filing, correctness, or accuracy of any financing or continuation statement or amendment in any public office at any time or shall have no responsibility to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare any securities law filing (including any filing with the Securities and Exchange Commission) or (except as directed in writing by the Board or the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, Administrator if required by applicable law) file or execute any tax, license, qualification to do business business, license, application, report or securities law filing or report filing, or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything , to declare a benchmark transition event, determine an alternative index/ benchmark, select a bank or financial institute to provide an alternative index/benchmark, process, access or store or otherwise handle federal tax information or have any involvement in connection with the contrary herein cessation or in replacement of any benchmark including providing, obtaining, or calculating any index, alternative, rate, benchmark, or adjustment factors or to record this Agreement or any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Assets Property that result from actions by, or claims against, the Owner Trustee Computershare Delaware Trust Company (solely in its individual capacity capacity) and that are not related to the Trustownership or the administration of the Trust Property.
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No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, of or otherwise deal with the Trust Assets, or to otherwise take or refrain from taking any action under, or in connection withwith this Agreement or any Transaction Document or, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Article IV, the second to last sentence of Section 6.01 or Section 6.03. No ; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. To the extent that, at law or in equity, the Owner Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or any other Person, the Owner Trustee shall not be liable to the Trust or any other Person for the Owner Trustee’s good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it or the Trust hereunder or under any Basic Transaction Document or to prepare or file any tax or securities law filing for the Trust or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Transaction Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it shallwill, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Assets that result from actions by, or claims against, the Owner Trustee solely Trustee, in its individual capacity capacity, that are not related to the Trustownership or the administration of the Trust Assets or the transactions contemplated by the Transaction Documents.
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