Common use of Rights of Indenture Trustee Clause in Contracts

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, may conclusively rely on, and need not investigate any fact or matter stated in, any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information therein. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts with respect to legal, accounting, or matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 4 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2021-C), Indenture (World Omni Auto Receivables Trust 2021-C), Indenture (World Omni Auto Receivables Trust 2021-B)

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Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or 's Certificate, or, with respect to legal matters, an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts performance of the Issuer or the Servicer under this Indenture or any other Transaction Document or into the matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested but the Indenture Trustee, in writing its discretion, may make any further inquiry or investigation into those matters that it deems appropriate, and if the Indenture Trustee determines to do so by inquire further, it shall be entitled to examine the Holders of Notes representing at least 25% books, records and premises of the Controlling Securities; provided that if Issuer and the payment within a reasonable time Servicer, personally or by agent or attorney. (g) If the Indenture Trustee is also acting as Paying Agent or as Note Registrar, the rights and protections afforded to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured pursuant to the Indenture Trustee by the security Article shall also be afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectadditional capacities. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 4 contracts

Samples: Indenture (Capitalsource Inc), Indenture (Capitalsource Inc), Indenture (Capitalsource Inc)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, on and need not investigate any fact or matter stated in, shall be fully protected in acting in good faith upon any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or an Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any of such agent, attorney, custodian or nominee appointed by the Indenture Trustee with due care by it hereundercare. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee’s conduct Trustee does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, counsel or experts any Opinion of Counsel with respect to legal, accounting, or legal matters relating to this Indenture and or arising out of the Notes or any related document Operative Agreements shall be full and complete authorization and protection from liability in with respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. The Issuer shall be responsible for the reasonable costs and expenses of any such counsel. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Majority Controlling SecuritiesClass Noteholders; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity reasonably satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any such action. In no event The expense of every such investigation shall be paid by the Issuer or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of repaid by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectIssuer upon demand. (hg) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture Agreement shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (ph) The Indenture Trustee shall not be required to take give any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines bond or surety in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights respect of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documentsexecution of the powers granted hereunder. (qi) The Indenture Trustee shall not or its Affiliates are permitted to receive additional compensation that could be liable deemed to be in the Indenture Trustee’s economic self-interest for any action (i) serving as investment adviser, administrator, shareholder servicing agent, custodian or inaction sub-custodian with respect to certain of the Issuing EntityPermitted Investments, Servicer(ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. (j) In order to comply with its duties under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to obtain and verify certain information and documentation from the contrary at the Corporate Trust Office of the Indenture Trusteeother parties hereto, including, but not limited to, such party’s name, address, and other identifying information. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 4 contracts

Samples: Indenture (Sast 2006-3), Indenture (Saxon Asset Securities Trust 2006-1), Indenture (Saxon Asset Securities Trust 2005-3)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely onand shall be protected in acting upon or refraining from acting upon any resolution, and need not investigate any fact certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or matter stated in, any other paper or document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of CounselCounsel from the appropriate party. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of CounselCounsel from the appropriate party. The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture or in any Basic Document shall not be construed as a duty of the Indenture Trustee and the Indenture Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of such discretionary act. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, the Administrator, any co-trustee or separate trustee appointed in accordance with the provisions of Section 6.10 or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, at the Issuer’s expense and experts paid in the priority set forth in Section 5.06(b) of its own selectionthe Sale and Servicing Agreement, and the written advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder under this Indenture or in relation hereto to this Indenture or to honor the request requests, demands or direction of any of the Noteholders or Verified Note Owners pursuant to this Indenture, other than requests, demands or directions explicitly required to be honored by the Indenture Trustee pursuant to Sections 13.01, 13.02, 13.03(a) or 13.04 of this Indenture, Section 11.01 of the Sale and Servicing Agreement or Section 23 of the Administration Agreement, unless such Noteholders or Verified Note Owners, as applicable, shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which that might be incurred by it, its agents and its counsel in compliance with such request request, demand or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25Noteholders evidencing not less than 50% of the Controlling SecuritiesOutstanding Amount; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any so proceeding. The reasonable expense of each such action. In no event investigation shall be paid by the Person making such request, or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of reimbursed by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request. (i) In the event that the Indenture Trustee is also acting as Paying Agent, Note Registrar, Certificate Registrar, authenticating agent (under the Trust Agreement), Paying Agent (under the Trust Agreement) or collateral agent, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall be afforded to it in such capacities. (j) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (ik) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee shall not be required to give any bond or surety in each respect of its capacities the powers granted hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (jl) In no event shall the The Indenture Trustee will not be responsible or liable for any a failure or delay in the performance of its obligations hereunder arising out of under this Indenture from or caused by, directly or indirectly, forces beyond its control, including, without limitation, including strikes, work stoppages, acts of war or war, terrorism, civil or military disturbances, epidemics nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or pandemics, nuclear or other natural catastrophes or acts of God, and interruptions, unforeseeable loss or malfunctions failures of utilitiesmechanical, communications electronic or computer systems and services; it being understood that the communication systems. The Indenture Trustee shall will use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (km) In no event For the avoidance of doubt, the Indenture Trustee shall not have any duty or obligation to monitor or enforce the Sponsor’s compliance with any applicable risk retention rules or regulations. The Indenture Trustee shall not be personally charged with knowledge of any such rules or regulations, and it shall not be liable (i) to any Noteholder or any other Person for special, consequential, indirect any violation of any such rules or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealersregulations. (ln) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder under this Indenture if (i) such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. under this Indenture, (mii) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain such other party’s failure was not a business relationship with direct or proximate result of the Indenture Trustee. Accordingly’s willful misconduct, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time bad faith or negligence and (iii) such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders failure by the Indenture Trustee hereunderdoes not constitute willful misconduct, the Indenture Trustee shall not have any duty negligence or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-factbad faith. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 3 contracts

Samples: Indenture (BMW Vehicle Owner Trust 2019-A), Indenture (BMW Vehicle Owner Trust 2019-A), Indenture (BMW Fs Securities LLC)

Rights of Indenture Trustee. (a) The Indenture TrusteeTrustee may rely and shall be protected in acting or refraining from acting in good faith upon any resolution, in the absence Officer's Certificate, opinion of bad faithcounsel, may conclusively rely oncertificate of auditors, and need not investigate or any fact other certificate, statement, instrument, report, notice, consent or matter stated in, any other document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an any such Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall not be under no obligation personally liable for any action taken, suffered or omitted by it in good faith and believed by it to exercise any of be authorized or within the discretion or rights or powers vested in conferred upon it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this IndentureAgreement, unless such Noteholders it shall have offered to be proved that the Indenture Trustee security or indemnity reasonably satisfactory to it against was negligent in ascertaining the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07pertinent facts. (g) The Prior to the occurrence of an Event of Default hereunder, and after the curing or waiver of all Events of Default that may have occurred, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes Noteholders representing at least 25% a majority of the Controlling Securitiesaggregate Note Balance; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconductunder no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, negligence conduct or bad faith defend any litigation hereunder or in relation hereto at the performance request, order or direction of such act. (i) The rightsany of the Noteholders, privileges, protections, immunities and benefits given pursuant to the Indenture Trusteeprovisions of this Agreement, including, without limitation, its right to be indemnified, are extended to, and unless the Noteholders shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide have offered to the Indenture Trustee upon its reasonable request from time to time such identifying information security or indemnity against the costs, expenses and documentation as liabilities which may be reasonably available for such party in order to enable incurred therein or thereby; nothing contained herein shall, however, relieve the Indenture Trustee to comply with such Applicable Law. (n) Each Holderof the obligation, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee occurrence of an Event of Default (which has not been cured or any other Personwaived), to exercise such of the rights and powers vested in it by this Agreement, and based on such documents to use the same degree of care and information skill in their exercise as it has deemed appropriate, made its own investment decision a prudent investor would exercise or use under the circumstances in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature conduct of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificateinvestor's own affairs. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 3 contracts

Samples: Indenture (Residential Asset Mort Prods Inc Gmacm Mort Ln Tr 03 Gh2), Indenture (Residential Asset Mortgage Products Inc), Indenture (Residential Asset Mortgage Prod Inc Gmacm Mor Ln Tr 2003-Gh1)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an the Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, Chevy Chase Bank, F.S.B., or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's -------- ------- conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this the Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder under the Indenture or in relation hereto or to honor the request Indenture, at the request, order or direction of any of the Noteholders Noteholders, pursuant to the provisions of this IndentureAgreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances expenses and liabilities which might that may be incurred by ittherein or thereby; provided, its agents however, that the Indenture -------- ------- Trustee shall, upon the occurrence of an Event of Default (that has not been cured), exercise the rights and its counsel powers vested in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred it by the Indenture Trustee, its agents with reasonable care and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07skill. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least Noteholders evidencing not less than 25% of the Controlling SecuritiesOutstanding Amount thereof; provided provided, however, that if the payment within a reasonable time to the Indenture -------- ------- Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of the Indenture or this IndentureAgreement, the Indenture Trustee may require reasonable indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any so proceeding; the reasonable expense of every such action. In no event examination shall be paid by the Person making such request, or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of reimbursed by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of losses on investments except for losses resulting from the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer failure of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of make an investment in accordance with instructions given in accordance hereunder. If the Indenture Trustee. (r) Knowledge of Trustee acts as the Note Paying Agent or Note Registrar, the rights and protections afforded to the Indenture Trustee shall not be attributed or imputed afforded to Wilmington Trust, National Association’s other roles in the transaction Note Paying Agent and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 3 contracts

Samples: Sale and Servicing Agreement (Chevy Chase Bank FSB), Sale and Servicing Agreement (Chevy Chase Bank FSB), Sale and Servicing Agreement (Chevy Chase Bank FSB)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, may conclusively rely on, and need not investigate any fact or matter stated in, any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information therein. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts with respect to legal, accounting, or matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Anti-Money Laundering Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Anti-Money Laundering Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington TrustU.S. Bank Trust Company, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington TrustU.S. Bank Trust Company, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington TrustU.S. Bank Trust Company, National Association (and vice versa). (s) The Account Bank shall be afforded the same rights, privileges and protections as the Indenture Trustee under this Article VI.

Appears in 3 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2022-C), Indenture (World Omni Auto Receivables Trust 2022-B), Indenture (World Omni Auto Receivables Trust 2022-B)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely onand shall be fully protected in acting or refraining from acting on any resolution, and need not investigate certificate of auditors or any fact other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or matter stated in, any other paper or document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require and shall be entitled to receive an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee’s conduct Trustee does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel selected by it with due care with respect to legal, accounting, or legal matters relating to this Indenture Indenture, the Notes and the Notes or any related document Transaction Documents to which it is a party, shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor at the request request, order or direction of the Insurer or any of the Noteholders Noteholders, pursuant to the provisions of this Indenture, unless the Insurer or such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances expenses and liabilities which might may be incurred by ittherein or thereby; nothing contained herein shall, its agents and its counsel in compliance with such request or directionhowever, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by relieve the Indenture TrusteeTrustee of the obligation, its agents upon the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge (which has not been cured), to exercise such of the rights and its counsel powers vested in compliance with it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07person's own affairs. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of Insurer or the Controlling SecuritiesMajority Noteholder; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event The reasonable expense of every such examination shall be paid by the Issuer or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of repaid by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectIssuer upon demand. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take give any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines bond or surety in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights respect of the non-directing Noteholders, execution of the Trust Fund created hereby or is contrary to applicable law or inconsistent with this Indenture or other Basic Documentsthe powers granted hereunder. (qj) The Indenture Trustee shall not be liable for any action have no liability in connection with the malfeasance or inaction of nonfeasance by the Issuing Entity, Issuer or the Master Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the . The Indenture Trustee shall have actual knowledge no liability in connection with compliance by the Issuer or received written notice the Master Servicer with statutory or regulatory requirements related to the contrary at Collateral or the Corporate Trust Office Estate. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Collateral or the Trust Estate or the validity or sufficiency of any assignment of the Collateral or the Trust Estate to the Indenture Trustee. (rk) Knowledge of In the event that the Indenture Trustee shall not be attributed is also acting as Paying Agent or imputed to Wilmington TrustRegistrar hereunder, National Association’s other roles in the transaction rights, protection, immunities and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or indemnities afforded to the Indenture Trustee (in either case, other than those where the roles are performed by the same group pursuant to this Article VI shall also be afforded to such Paying Agent or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa)Registrar.

Appears in 3 contracts

Samples: Indenture (HFC Revolving Corp Household Home Equity Loan Trust 2002-2), Indenture (HFC Revolving Corp Household Home Equity Loan Trust 2002-3), Indenture (HFC Revolving Corp Household Home Equity Loan Trust 2002 4)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, may conclusively rely on, and need not investigate any fact or matter stated in, any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information therein. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts with respect to legal, accounting, or matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Indenture Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Anti-Money Laundering Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Anti-Money Laundering Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa). (s) The Account Bank shall be afforded the same rights, privileges and protections as the Indenture Trustee hereunder.

Appears in 3 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2024-B), Indenture (World Omni Auto Receivables Trust 2024-B), Indenture (World Omni Auto Receivables Trust 2022-D)

Rights of Indenture Trustee. (a) The Indenture TrusteeTrustee may rely and shall be protected in acting or refraining from acting in good faith upon any resolution, in the absence Officer's Certificate, opinion of bad faithcounsel, may conclusively rely oncertificate of auditors, and need not investigate or any fact other certificate, statement, instrument, report, notice, consent or matter stated in, any other document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an any such Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall not be under no obligation personally liable for any action taken, suffered or omitted by it in good faith and believed by it to exercise any of be authorized or within the discretion or rights or powers vested in conferred upon it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this IndentureAgreement, unless such Noteholders it shall have offered to be proved that the Indenture Trustee security or indemnity reasonably satisfactory to it against was negligent in ascertaining the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07pertinent facts. (g) The Prior to the occurrence of an Event of Default hereunder, and after the curing or waiver of all Events of Default that may have occurred, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes Enhancer or the Noteholders representing at least 25% a majority of the Controlling Securitiesaggregate Voting Rights; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconductunder no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, negligence conduct or bad faith defend any litigation hereunder or in relation hereto at the performance request, order or direction of such act. (i) The rightsany of the Noteholders, privileges, protections, immunities and benefits given pursuant to the Indenture Trusteeprovisions of this Agreement, including, without limitation, its right to be indemnified, are extended to, and unless the Noteholders shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide have offered to the Indenture Trustee upon its reasonable request from time to time such identifying information security or indemnity against the costs, expenses and documentation as liabilities which may be reasonably available for such party in order to enable incurred therein or thereby; nothing contained herein shall, however, relieve the Indenture Trustee to comply with such Applicable Law. (n) Each Holderof the obligation, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee occurrence of an Event of Default (which has not been cured or any other Personwaived), to exercise such of the rights and powers vested in it by this Agreement, and based on such documents to use the same degree of care and information skill in their exercise as it has deemed appropriate, made its own investment decision a prudent investor would exercise or use under the circumstances in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature conduct of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificateinvestor's own affairs. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (Gmacm Home Equity Loan Trust 2005-He2), Indenture (Gmacm Home Equity Loan Trust 2004-He5)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, shall be fully protected in relying on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of CounselCounsel that such action is required or permitted hereunder. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an the Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; providedPROVIDED, HOWEVER, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (Comed Funding LLC), Indenture (Illinois Power Securitization Limited Liability Co)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, may conclusively rely on, and need not investigate any fact or matter stated in, any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information therein. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts with respect to legal, accounting, or matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, U.S. Bank National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, U.S. Bank National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, U.S. Bank National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2021-D), Indenture (World Omni Auto Receivables Trust 2021-D)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely onand shall be protected in acting upon or refraining from acting upon any resolution, and need not investigate any fact certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or matter stated in, any other paper or document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of CounselCounsel from the appropriate party. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of CounselCounsel from the appropriate party. The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture or in any Basic Document shall not be construed as a duty of the Indenture Trustee and the Indenture Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of such discretionary act. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, the Administrator, any co-trustee or separate trustee appointed in accordance with the provisions of Section 6.10 or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, at the Issuer’s expense and experts paid in the priority set forth in Section 5.06(b) of its own selectionthe Sale and Servicing Agreement, and the written advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder under this Indenture or in relation hereto to this Indenture or to honor the request requests, demands or direction of any of the Noteholders or Verified Note Owners pursuant to this Indenture, other than requests, demands or directions required to be honored by the Indenture Trustee pursuant to Sections 13.01, 13.02 or 13.03(a) of this Indenture, Section 11.01 of the Sale and Servicing Agreement or Section 23 of the Administration Agreement, unless such Noteholders or Verified Note Owners, as applicable, shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which that might be incurred by it, its agents and its counsel in compliance with such request request, demand or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25Noteholders evidencing not less than 50% of the Controlling SecuritiesOutstanding Amount; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any so proceeding. The reasonable expense of each such action. In no event investigation shall be paid by the Person making such request, or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of reimbursed by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request. (i) In the event that the Indenture Trustee is also acting as Paying Agent, Note Registrar, Certificate Registrar, authenticating agent (under the Trust Agreement), Paying Agent (under the Trust Agreement) or collateral agent, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall be afforded to it in such capacities. (j) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (ik) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee shall not be required to give any bond or surety in each respect of its capacities the powers granted hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (jl) In no event shall the The Indenture Trustee will not be responsible or liable for any a failure or delay in the performance of its obligations hereunder arising out of under this Indenture from or caused by, directly or indirectly, forces beyond its control, including, without limitation, including strikes, work stoppages, acts of war or war, terrorism, civil or military disturbances, epidemics nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or pandemics, nuclear or other natural catastrophes or acts of God, and interruptions, unforeseeable loss or malfunctions failures of utilitiesmechanical, communications electronic or computer systems and services; it being understood that the communication systems. The Indenture Trustee shall will use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (km) In no event For the avoidance of doubt, the Indenture Trustee shall not have any duty or obligation to monitor or enforce the Sponsor’s compliance with any applicable risk retention rules or regulations. The Indenture Trustee shall not be personally charged with knowledge of any such rules or regulations, and it shall not be liable (i) to any Noteholder or any other Person for special, consequential, indirect any violation of any such rules or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealersregulations. (ln) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder under this Indenture if (i) such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. under this Indenture, (mii) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain such other party’s failure was not a business relationship with direct or proximate result of the Indenture Trustee. Accordingly’s willful misconduct, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time bad faith or negligence and (iii) such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders failure by the Indenture Trustee hereunderdoes not constitute willful misconduct, the Indenture Trustee shall not have any duty negligence or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-factbad faith. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (BMW Vehicle Owner Trust 2018-A), Indenture (BMW Vehicle Owner Trust 2018-A)

Rights of Indenture Trustee. (a) The Indenture TrusteeTrustee may rely and shall be protected in acting or refraining from acting in good faith upon any resolution, in the absence Officer's Certificate, opinion of bad faithcounsel, may conclusively rely oncertificate of auditors, and need not investigate or any fact other certificate, statement, instrument, report, notice, consent or matter stated in, any other document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an any such Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall not be under no obligation personally liable for any action taken, suffered or omitted by it in good faith and believed by it to exercise any of be authorized or within the discretion or rights or powers vested in conferred upon it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this IndentureAgreement, unless such Noteholders it shall have offered to be proved that the Indenture Trustee security or indemnity reasonably satisfactory to it against was negligent in ascertaining the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07pertinent facts. (g) The Prior to the occurrence of an Event of Default hereunder, and after the curing or waiver of all Events of Default that may have occurred, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes Noteholders representing at least 25% a majority of the Controlling Securitiesaggregate Note Balance; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconductunder no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, negligence conduct or bad faith defend any litigation hereunder or in relation hereto at the performance request, order or direction of such act. (i) The rightsany of the Noteholders, privileges, protections, immunities and benefits given pursuant to the Indenture Trusteeprovisions of this Agreement, including, without limitation, its right to be indemnified, are extended to, and unless the Noteholders shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide have offered to the Indenture Trustee upon its reasonable request from time to time such identifying information security or indemnity against the costs, expenses and documentation as liabilities which may be reasonably available for such party in order to enable incurred therein or thereby; nothing contained herein shall, however, relieve the Indenture Trustee to comply with such Applicable Law. (n) Each Holderof the obligation, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee occurrence of an Event of Default (which has not been cured or any other Personwaived), to exercise such of the rights and powers vested in it by this Agreement, and based on such documents to use the same degree of care and information skill in their exercise as it has deemed appropriate, made its own investment decision a prudent investor would exercise or use under the circumstances in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature conduct of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificateinvestor's own affairs. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (Residential Asset Mortgage Products Inc), Indenture (Residential Asset Mortgage Products Inc)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Transaction Documents, the Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information therein. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts counsel of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, other than requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.2(e) or an asset representations review demand under Section 7.5 unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Note Balance of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its own willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunderhereunder and each Transaction Document to which it is a party, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a partyhereunder. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Indenture Trustee be personally liable (i) for special, consequential, punitive or indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the The Indenture Trustee be liable for shall have no obligation to monitor or verify compliance with the failure to perform its duties hereunder if such failure is a direct Securitisation Regulations or proximate result of another party’s failure to perform its obligations hereunderany other similar laws, rules or regulations. (m) In order to comply with Applicable Anti-Money Laundering Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Anti-Money Laundering Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Transaction Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Agent or Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (World Omni LT), Indenture (World Omni LT)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, may conclusively rely on, and need not investigate any fact or matter stated in, any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information therein. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts with respect to legal, accounting, or matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Anti-Money Laundering Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Anti-Money Laundering Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, U.S. Bank National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, U.S. Bank National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, U.S. Bank National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2022-A), Indenture (World Omni Auto Receivables Trust 2022-A)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of from the Issuing Entity Owner Trustee or an Opinion of CounselCounsel that such action or omission is required or permissible hereunder. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's -------- ------- conduct does not constitute willful wilful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (Navistar Financial Retail Receivables Corporation), Indenture (Navistar Financial Retail Receivables Corporation)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Officers' Certificate of the Issuing Entity Issuer or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s such Officers' Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The In the event that the Person acting as Indenture Trustee shall be under no obligation to exercise any of is also acting as securities intermediary, all the rights or powers vested in it by this Indenture or to instituterights, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenturepowers, unless such Noteholders shall have offered immunities and indemnities afforded to the Indenture Trustee security or indemnity reasonably satisfactory to it against under the reasonable costs, expenses, disbursements, advances and liabilities which might Basic Documents shall also be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject afforded to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07securities intermediary. (g) The Indenture Trustee shall not be bound to make any investigation into the facts Absent willful misconduct or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenturefraud, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction punitive damages, regardless of the Issuing Entity, Servicer, Depositor, form of action and whether or not any other party such damages were foreseeable or contemplated. (h) The Indenture Trustee shall not be deemed to have notice of any Default or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, Event of Default unless a Responsible Officer of the Indenture Trustee shall have has actual knowledge thereof or received unless written notice to of any event which is in fact such Default or Event of Default is received by the contrary Indenture Trustee at the Corporate Trust Office of Office, and such notice references the Indenture TrusteeNotes under this Indenture. (ri) Knowledge of Any permissive right or authority granted to the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa)construed as a mandatory duty.

Appears in 2 contracts

Samples: Indenture (National Collegiate Student Loan Trust 2007-1), Indenture (National Collegiate Student Loan Trust 2007-2)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on the face value of any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (ba) Before the Indenture Trustee acts or refrains from acting, it may require an Officerofficer’s Certificate of the Issuing Entity certificate or an Opinion of CounselCounsel from the appropriate party. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of CounselCounsel from the appropriate party. (cb) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any willful misconduct or gross negligence on the part of, or for the supervision of, of any such agent, attorney, attorney or custodian or nominee appointed reasonably selected by the Indenture Trustee with due care by it care; provided that any such appointment shall not release the Indenture Trustee from its obligations and responsibilities hereunder. (dc) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, provided that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (ed) The Indenture Trustee may consult with counsel, accountants, and experts of its own selectioncounsel reasonably selected by it at the Issuer’s expense, and the advice or opinion Opinion of counsel, accountants, or experts Counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (e) In no event shall the Indenture Trustee be responsible or liable for special, accountantindirect, incidental, punitive or expertconsequential loss or damage of any kind whatsoever (including loss of profit) irrespective of whether any such damages were foreseeable or contemplated even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (f) The Indenture Trustee may rely, and shall be under no obligation to exercise any of the rights protected in acting or powers vested in it by this Indenture or to instituterefraining from acting, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in upon any resolution, Officer’s Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, direction, order, approvalappraisal, bond or other paper or document, unless requested in writing document believed by it to do so be genuine and to have been signed or presented by the Holders proper party or parties. (g) In making or disposing of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred any investment permitted by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory is authorized to deal with itself (in its individual capacity) or with any one or more of its Affiliates, in each case on an arm’s-length basis and on standard market terms, whether it or such Affiliate is acting as a subagent of the Indenture Trustee in or for any third person or dealing as principal for its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectown account. (h) Delivery of reports, information and documents to the Indenture Trustee shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s or any other entity’s compliance with any covenants under this Indenture, the Notes or any other related documents. The Indenture Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s or any other entity’s compliance with the covenants described herein or with respect to any reports or other documents filed under this Indenture, the Notes or any other related document. (i) No provision of this Indenture or any other Basic Document shall be deemed to impose any duty or obligation on the Indenture Trustee to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties or obligations under the Basic Documents, or to exercise any right or power thereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would violate Applicable Law binding upon it. In the event that the Indenture Trustee is also acting as Paying Agent, Registrar, Securities Intermediary agent, collateral agent or custodian, the rights, privileges, immunities, benefits and protections afforded to the Indenture Trustee, including its right to be indemnified pursuant to this Article VI, shall be afforded to such Paying Agent, Registrar, Securities Intermediary, agent, collateral agent or custodian employed to act hereunder; provided, however, that: (i) the Indenture Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture, institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it in its reasonable discretion against the costs, expenses and liabilities which may be incurred therein or thereby; (ii) the right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act.; (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take give any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines bond or surety in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights respect of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents.powers granted hereunder; and (qiv) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed bound to make any investigation into the facts or imputed to Wilmington Trustmatters stated in any resolution, National Association’s certificate, instrument, opinion, report, notice, request, direction, consent, order, or other roles paper or document reasonably and in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to good faith believed by the Indenture Trustee (to be accurate, but the Indenture Trustee, in either caseits discretion, other than those where may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the roles are performed by Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the same group or division within Wilmington Trustbooks and records of the Issuer, National Association or otherwise share the same Responsible Officers)personally, or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any affiliate, line kind by reason of business, such inquiry or other division of Wilmington Trust, National Association (and vice versa)investigation.

Appears in 2 contracts

Samples: Indenture (California Republic Auto Receivables Trust 2015-2), Indenture (California Republic Funding LLC)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of CounselCounsel reasonably satisfactory in form and substance to the Indenture Trustee, which Officer's Certificate or Opinion of Counsel shall not be at the expense of the Indenture Trustee or the Trust Estate (except in the priority set forth in Section 3.05(a)(viii)). The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selectioncounsel chosen by it with due care, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document Bonds shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (Merrill Lynch Mortgage Investors Inc), Indenture (Novastar Mortgage Funding Corp)

Rights of Indenture Trustee. (a) The Indenture TrusteeTrustee may rely and shall be protected in acting or refraining from acting in good faith upon any resolution, in the absence Officer's Certificate, opinion of bad faithcounsel, may conclusively rely oncertificate of auditors, and need not investigate or any fact other certificate, statement, instrument, report, notice, consent or matter stated in, any other document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an any such Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall not be under no obligation personally liable for any action taken, suffered or omitted by it in good faith and believed by it to exercise any of be authorized or within the discretion or rights or powers vested in conferred upon it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders it shall have offered to be proved that the Indenture Trustee security or indemnity reasonably satisfactory to it against was negligent in ascertaining the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07pertinent facts. (g) The Prior to the occurrence of an Event of Default hereunder, and after the curing or waiver of all Events of Default that may have occurred, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes Enhancer or the Noteholders representing at least 25% a majority of the Controlling SecuritiesNote Balance; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right Indenture Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Enhancer or the Noteholders, pursuant to the provisions of this Indenture, unless the Enhancer or the Noteholders shall have offered to the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not reasonable security or indemnity against the costs, expenses and liabilities which may be construed as a dutyincurred therein or thereby; nothing contained herein shall, and however, relieve the Indenture Trustee shall of the obligation, upon the occurrence of an Event of Default (which has not be answerable for other than its willful misconductbeen cured or waived), negligence to exercise such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise as a prudent investor would exercise or bad faith use under the circumstances in the performance conduct of such actinvestor's own affairs. (i) The rights, privileges, protections, immunities and benefits given Anything in this Indenture to the Indenture Trusteecontrary notwithstanding, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to perform its duties hereunder lost profits), even if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each has been advised of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time likelihood of such identifying information loss or damage and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect regardless of the Notes. Each Holder also represents that it willform of action, independently and without reliance upon so long as the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders taken by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines was in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent accordance with this Indenture or other Basic Documentsand the Insurance Agreement. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (Wachovia Asset Securitization Inc 2002 He2 Trust), Indenture (Wachovia Asset Sec Inc Asst Back Notes Ser 2002 He1)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of from the Issuing Entity Owner Trustee or an Opinion of CounselCounsel that such action or omission is required or permissible hereunder. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does -------- ------- not constitute willful wilful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (Navistar Financial Retail Receivables Corporation), Indenture (Navistar Financial Retail Receivables Corporation)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely onand shall be fully protected in acting or refraining from acting on any resolution, and need not investigate certificate of auditors or any fact other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or matter stated in, any other paper or document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require and shall be entitled to receive an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee’s conduct Trustee does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel selected by it with due care with respect to legal, accounting, or legal matters relating to this Indenture Indenture, the Notes and the Notes or any related document Transaction Documents to which it is a party, shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor at the request request, order or direction of any of the Noteholders Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances expenses and liabilities which might may be incurred by ittherein or thereby; nothing contained herein shall, its agents and its counsel in compliance with such request or directionhowever, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by relieve the Indenture TrusteeTrustee of the obligation, its agents upon the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge (which has not been cured), to exercise such of the rights and its counsel powers vested in compliance with it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07person's own affairs. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling SecuritiesMajority Noteholder; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event The reasonable expense of every such examination shall be paid by the Issuer or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of repaid by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectIssuer upon demand. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take give any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines bond or surety in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights respect of the non-directing Noteholders, execution of the Trust Fund created hereby or is contrary to applicable law or inconsistent with this Indenture or other Basic Documentsthe powers granted hereunder. (qj) The Indenture Trustee shall not be liable for any action have no liability in connection with the malfeasance or inaction of nonfeasance by the Issuing Entity, Issuer or the Master Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the . The Indenture Trustee shall have actual knowledge no liability in connection with compliance by the Issuer or received written notice the Master Servicer with statutory or regulatory requirements related to the contrary at Collateral or the Corporate Trust Office Estate. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Collateral or the Trust Estate or the validity or sufficiency of any assignment of the Collateral or the Trust Estate to the Indenture Trustee. (rk) Knowledge of In the event that the Indenture Trustee shall not be attributed is also acting as Paying Agent or imputed to Wilmington TrustRegistrar hereunder, National Association’s other roles in the transaction rights, protection, immunities and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or indemnities afforded to the Indenture Trustee (in either case, other than those where the roles are performed by the same group pursuant to this Article VI shall also be afforded to such Paying Agent or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa)Registrar.

Appears in 2 contracts

Samples: Indenture (HFC Revolving Corp Household Home Equity Ln Tr 2003 1), Indenture (Household Mortgage Loan Trust 2002 Hc1)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an the Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise institute, conduct or defend any litigation under this Indenture or in relation to this Indenture, at the request, order or direction of any of the Holders of Notes, pursuant to the provisions of this Indenture, unless such Holders of Notes shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that the Indenture Trustee shall, upon the occurrence of an Event of Default (that has not been cured or waived), exercise the rights or and powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the Sale and Servicing Agreement with reasonable costs, expenses, disbursements, advances care and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07skill. (g) The Prior to the occurrence of an Event of Default, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Insurer (or, if an Insurer Default has occurred and is continuing, by the Holders of Notes representing at least evidencing not less than 25% of the Controlling SecuritiesOutstanding Amount of the related Class of Notes); provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity reasonably satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any so proceeding; the reasonable expense of every such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and examination shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders paid by the Indenture Trustee hereunderPerson making such request, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entityor, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and if paid by the Indenture Trustee shall be entitled to conclusively rely on reimbursed by the then current certificate until receipt of a superseding certificatePerson making such request upon demand. (ph) The Indenture Trustee shall not be required accountable, shall have no liability and makes no representation as to take any action it is directed to take acts or omissions hereunder or under this Indenture if the Sale and Servicing Agreement of the Servicer until such time as the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary may be required to applicable law or inconsistent with this Indenture or other Basic Documentsact as Servicer. (qi) The Indenture Trustee shall not be personally liable for any action or inaction loss resulting from the investment of funds held in any Investment Account at the direction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) Servicer pursuant to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture TrusteeSection 8.11. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (Prudential Securities Secured Financing Corp), Indenture (Prudential Securities Secured Financing Corp)

Rights of Indenture Trustee. (a) The Indenture TrusteeTrustee may rely and shall be protected in acting or refraining from acting in good faith upon any resolution, in the absence Officer’s Certificate, opinion of bad faithcounsel, may conclusively rely oncertificate of auditors, and need not investigate or any fact other certificate, statement, instrument, report, notice, consent or matter stated in, any other document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an any such Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall not be under no obligation personally liable for any action taken, suffered or omitted by it in good faith and believed by it to exercise any of be authorized or within the discretion or rights or powers vested in conferred upon it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders it shall have offered to be proved that the Indenture Trustee security or indemnity reasonably satisfactory to it against was negligent in ascertaining the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07pertinent facts. (g) The Prior to the occurrence of an Event of Default hereunder, and after the curing or waiver of all Events of Default that may have occurred, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes Noteholders representing at least 25% a majority of the Controlling Securitiesaggregate Note Balance; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconductunder no obligation to exercise any of the trusts or powers vested in it by this Indenture or to institute, negligence conduct or bad faith defend any litigation hereunder or in relation hereto at the performance request, order or direction of such act. (i) The rightsany of the Noteholders, privileges, protections, immunities and benefits given pursuant to the Indenture Trusteeprovisions of this Indenture, including, without limitation, its right to be indemnified, are extended to, and unless the Noteholders shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide have offered to the Indenture Trustee upon its reasonable request from time to time such identifying information security or indemnity against the costs, expenses and documentation as liabilities which may be reasonably available for such party in order to enable incurred therein or thereby; nothing contained herein shall, however, relieve the Indenture Trustee to comply with such Applicable Law. (n) Each Holderof the obligation, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee occurrence of an Event of Default (which has not been cured or any other Personwaived), to exercise such of the rights and powers vested in it by this Indenture, and based on such documents to use the same degree of care and information skill in their exercise as it has deemed appropriate, made its own investment decision a prudent investor would exercise or use under the circumstances in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature conduct of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificateinvestor’s own affairs. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (Phoenix Residential Securities, LLC), Indenture (Phoenix Residential Securities, LLC)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of from the Issuing Entity Issuer or an Opinion of CounselCounsel that such action or omission is required or permissible hereunder. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful wilful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (Navistar Financial Retail Receivables Corporation), Indenture (Navistar Financial Retail Receivables Corporation)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Transaction Documents, the Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information therein. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts counsel of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, other than requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.2(e) or an asset representations review demand under Section 7.5 unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Note Balance of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its own willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunderhereunder and each Transaction Document to which it is a party, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a partyhereunder. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Indenture Trustee be personally liable (i) for special, consequential, punitive or indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the The Indenture Trustee be liable for shall have no obligation to monitor or verify compliance with the failure to perform its duties hereunder if such failure is a direct Securitisation Regulations or proximate result of another party’s failure to perform its obligations hereunderany other similar laws, rules or regulations. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Transaction Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Agent or Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (World Omni Auto Leasing LLC), Indenture (World Omni LT)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, shall be fully protected in acting on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Officers' Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s the Officers' Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or agents, attorneys, a custodian or a nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunderit. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall not be under no obligation required to exercise make any of the rights initial or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction periodic examination of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered files or records related to the Indenture Trustee security Receivables for the purpose of establishing the presence or indemnity reasonably satisfactory to it against absence of defects, the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, Issuer with its agents representations and its counsel in compliance with such request warranties or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07for any other purpose. (g) The In the event that the Indenture Trustee shall not be bound to make any investigation into is also acting as Paying Agent or Note Registrar hereunder, the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time rights and protections afforded to the Indenture Trustee of the costs, expenses or liabilities likely pursuant to this Article VI shall also be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against capacity as such cost, expense Paying Agent or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (CNH Capital Receivables Inc), Indenture (CNH Capital Receivables Inc)

Rights of Indenture Trustee. (a) The Except as provided by the second succeeding sentence, the Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely onand shall be protected in acting upon or refraining from acting upon any resolution, and need not investigate any fact certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or matter stated in, any other paper or document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any such document and may conclusively rely provision of this Indenture, shall examine them to determine whether they comply as to form to the truth requirements of the statements and the accuracy of the information thereinthis Indenture. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity (with respect to factual matters) or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, the Administrator, any co-trustee or separate trustee appointed in accordance with the provisions of Section 6.10 or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice of such counsel or opinion any Opinion of counsel, accountants, or experts Counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Senior Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder under this Indenture or in relation hereto to this Indenture or to honor the request or direction of any of the Senior Noteholders pursuant to this Indenture, Indenture unless such Senior Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which that might be incurred by it, its agents and its counsel in compliance with such request or direction; provided, except with respect to requestshowever, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by that the Indenture TrusteeTrustee shall, its agents upon the occurrence of an Event of Default (that has not been cured), exercise the rights and its counsel powers vested in compliance it by this Indenture with such request or direction shall be subject to the Issuing Entity reasonable care and Administrator’s compensation and indemnification obligations pursuant to Section 6.07skill. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders holders of Senior Notes representing at least evidencing not less than 25% of the Controlling SecuritiesOutstanding Amount; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any so proceeding. The reasonable expense of each such action. In no event investigation shall be paid by the Person making such request, or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of reimbursed by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) The right Any request or direction of the Indenture Trustee to perform any discretionary act enumerated in this Indenture Issuer mentioned herein shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such actsufficiently evidenced by an Issuer Request. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereundershall, and each agentfor so long as any Senior Notes are outstanding, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on exercise all of the then current certificate until receipt rights and powers of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take Beneficiary under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (Ryder Truck Rental I Lp), Indenture (Ryder Truck Rental I Lp)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Inden- ture Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of CounselCounsel reasonably satisfactory in form and substance to the Indenture Trustee, which Officer's Certificate or Opinion of Counsel shall not be at the expense of the Indenture Trustee or the Trust Estate (except in the priority set forth in Section 3.05(a)(viii)). The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selectioncounsel chosen by it with due care, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document Bonds shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (Novastar Mortgage Funding Corp), Indenture (Novastar Mortgage Funding Corp)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, may conclusively rely on, and need not investigate any fact or matter stated in, any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information therein. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts with respect to legal, accounting, or matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, the Securitisation Rules or the Securitisation Regulations, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (World Omni Select Auto Trust 2021-A), Indenture (World Omni Select Auto Trust 2021-A)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or Certificate, or, with respect to legal matters, an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts performance of the Issuer under this Indenture or any other Transaction Document or into the matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested but the Indenture Trustee, in writing its discretion, may make any further inquiry or investigation into those matters that it deems appropriate, and if the Indenture Trustee determines to do so by inquire further, it shall be entitled to examine the Holders of Notes representing at least 25% books, records and premises of the Controlling Securities; provided that if Issuer, personally or by agent or attorney. (g) If the payment within a reasonable time Indenture Trustee is also acting as Paying Agent or as Note Registrar, the rights and protections afforded to the Indenture Trustee of the costs, expenses or liabilities likely pursuant to this Article shall also be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectadditional capacities. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (Officemax Inc), Indenture (Officemax Inc)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity (with respect to factual matters) or an Opinion of Counsel, as applicable. 36 The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an the Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through Affiliates, agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice of such counsel or opinion any Opinion of counsel, accountants, or experts Counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the such advice or opinion Opinion of such counsel, accountant, or expertCounsel. (f) The Indenture Trustee shall be under no obligation to exercise institute, conduct or defend any litigation under this Indenture or in relation to this Indenture, at the request, order or direction of any of the Holders of Notes, pursuant to the provisions of this Indenture, unless such Holders of Notes shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that the Indenture Trustee shall, upon the occurrence of an Event of Default (that has not been cured), exercise the rights or and powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance a manner consistent with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.076.01. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless so requested in writing to do so by the Holders of Notes representing at least evidencing not less than 25% of the Controlling SecuritiesOutstanding Amount of the Notes; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this IndentureIndenture or the Sale and Servicing Agreement, the Indenture Trustee may require reasonable indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any so proceeding; the reasonable expense of every such action. In no event examination shall be paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention RulesPerson making such request, nor shall it be liable to any Noteholderor, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to if paid by the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders reimbursed by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-factPerson making such request upon demand. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (Harley Davidson Customer Funding Corp), Indenture (Harley Davidson Customer Funding Corp)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely onand shall be protected in acting upon or refraining from acting upon any resolution, and need not investigate any fact certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or matter stated in, any other paper or document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of CounselCounsel from the appropriate party. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of CounselCounsel from the appropriate party. The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture or in any Basic Document shall not be construed as a duty of the Indenture Trustee and the Indenture Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of such discretionary act. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, the Administrator, any co-trustee or separate trustee appointed in accordance with the provisions of Section 6.10 or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult consult, at the Issuer’s expense and paid in the priority set forth in Section 5.06(b) of the Sale and Servicing Agreement, with counsel, accountants, and experts of its own selection, and the written advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder under this Indenture or in relation hereto to this Indenture or to honor the request or direction of any of the Noteholders pursuant to this Indenture, Indenture unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which that might be incurred by it, its agents and its counsel in compliance with such request or direction; provided, except with respect to requestshowever, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by that the Indenture TrusteeTrustee shall, its agents upon the occurrence of an Event of Default (that has not been cured), exercise the rights and its counsel powers vested in compliance it by this Indenture with such request or direction shall be subject to the Issuing Entity reasonable care and Administrator’s compensation and indemnification obligations pursuant to Section 6.07skill. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders holders of Notes representing at least 25evidencing not less than 50% of the Controlling SecuritiesOutstanding Amount; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any so proceeding. The reasonable expense of each such action. In no event investigation shall be paid by the Person making such request, or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of reimbursed by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request. (i) In the event that the Indenture Trustee is also acting as Paying Agent, Note Registrar, Certificate Registrar, authenticating agent (under the Trust Agreement), Paying Agent (under the Trust Agreement) or collateral agent, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall be afforded to it in such capacities. (j) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take give any action it is directed bond or surety in respect of the powers granted hereunder. (l) Notwithstanding anything to take under this Indenture if the contrary herein, any and all email communications (both text and attachments) by or from the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liabilityits sole discretion deems to contain confidential, would violate proprietary, and/or sensitive information sent by electronic mail shall be encrypted. The recipient (the rights “Email Recipient”) of the nonencrypted email communication will be required to complete a one-directing Noteholders, time registration process. Information and assistance on registering or is contrary to applicable law using the email encryption technology can be found at Citibank’s Secure Email website at wxx.xxxxxxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or inconsistent with this Indenture or other Basic Documents. by calling (q000) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party 000-0000 (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of U.S.) or (000) 000-0000 at any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa)time.

Appears in 2 contracts

Samples: Indenture (BMW Vehicle Owner Trust 2011-A), Indenture (BMW Vehicle Owner Trust 2011-A)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, may conclusively rely on, and need not investigate any fact or matter stated in, any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information therein. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts with respect to legal, accounting, or matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, the Securitisation Rules or the Securitisation Regulations, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Indenture Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Anti-Money Laundering Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Anti-Money Laundering Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington TrustU.S. Bank Trust Company, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington TrustU.S. Bank Trust Company, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington TrustU.S. Bank Trust Company, National Association (and vice versa). (s) The Account Bank shall be afforded the same rights, privileges and protections as the Indenture Trustee under this Article VI.

Appears in 2 contracts

Samples: Indenture (World Omni Select Auto Trust 2023-A), Indenture (World Omni Select Auto Trust 2023-A)

Rights of Indenture Trustee. (a) The Indenture TrusteeTrustee may rely and shall be protected in acting or refraining from acting in good faith upon any resolution, in the absence Officer's Certificate, opinion of bad faithcounsel, may conclusively rely oncertificate of auditors, and need not investigate or any fact other certificate, statement, instrument, report, notice, consent or matter stated in, any other document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an any such Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall not be under no obligation liable for any action taken, suffered or omitted by it in good faith and believed by it to exercise any of be authorized or within the discretion or rights or powers vested in conferred upon it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this IndentureAgreement, unless such Noteholders it shall have offered to be proved that the Indenture Trustee security or indemnity reasonably satisfactory to it against was negligent in ascertaining the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07pertinent facts. (g) The Prior to the occurrence of an Event of Default hereunder, and after the curing or waiver of all Events of Default that may have occurred, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes Credit Enhancer or Noteholders representing at least 25% a majority of the Controlling Securitiesaggregate Note Balance; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconductunder no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, negligence conduct or bad faith defend any litigation hereunder or in relation hereto at the performance request, order or direction of such act. (i) The rightsany of the Noteholders or the Credit Enhancer, privileges, protections, immunities and benefits given pursuant to the Indenture Trusteeprovisions of this Agreement, including, without limitation, its right to be indemnified, are extended to, and unless the Noteholders or the Credit Enhancer shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide have offered to the Indenture Trustee upon its reasonable request from time to time such identifying information security or indemnity against the costs, expenses and documentation as liabilities which may be reasonably available for such party in order to enable incurred therein or thereby; nothing contained herein shall, however, relieve the Indenture Trustee to comply with such Applicable Law. (n) Each Holderof the obligation, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee occurrence of an Event of Default (which has not been cured or any other Personwaived), to exercise such of the rights and powers vested in it by this Agreement, and based on such documents to use the same degree of care and information skill in their exercise as it has deemed appropriate, made its own investment decision a prudent investor would exercise or use under the circumstances in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature conduct of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificateinvestor's own affairs. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (GMACM Home Loan Trust 2006-Hltv1), Indenture (GMACM Home Loan Trust 2004-Hltv1)

Rights of Indenture Trustee. (a) The Indenture Trustee, Trustee may rely on and shall be protected in the absence of bad faith, may conclusively rely on, and need not investigate any fact acting or matter stated in, refraining from acting upon any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an the Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, PeopleFirst Finance, LLC, or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; , provided, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, gross negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture or otherwise exercise any of the rights or powers vested in it by this Indenture or to instituteIndenture, conduct or defend any litigation hereunder or in relation hereto or to honor at the request request, order or direction of any of the Noteholders Holders of Notes or the Controlling Party pursuant to the provisions of this Indenture, unless such Noteholders Holders of Notes or the Controlling Party shall have offered and provided to the Indenture Trustee security or indemnity reasonably satisfactory to it the Indenture Trustee against the reasonable costs, expenses, disbursements, advances expenses and liabilities which might that may be incurred by ittherein or thereby; provided however, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by that the Indenture TrusteeTrustee shall, its agents upon the occurrence of an Event of Default (that has not been cured), exercise the rights and its counsel powers vested in compliance it by this Indenture with such request or direction shall be subject to the Issuing Entity reasonable care and Administrator’s compensation and indemnification obligations pursuant to Section 6.07skill. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless and may conclusively rely on the correctness of any statement made therein but the Indenture Trustee shall make such investigation if requested in writing to do so by the Insurer (so long as no, if the Insurer Default shall have occurred and be continuing) or (if an Insurer Default shall have occurred and be continuing), the Controlling Party, or by the Holders of Notes representing at least evidencing not less than 25% of the Controlling SecuritiesOutstanding Amount thereof; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this IndentureIndenture or the Sale and Servicing Agreement, the Indenture Trustee may require indemnity reasonably satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any so proceeding; the reasonable expense of every such action. In no event examination shall be paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention RulesPerson making such request, nor shall it be liable to any Noteholderor, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to if paid by the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders reimbursed by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-factPerson making such request upon demand. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (Prudential Securities Secured Financing Corp), Indenture (Painewebber Asset Acceptance Corp)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely onand shall be protected in acting upon or refraining from acting upon any resolution, and need not investigate any fact certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or matter stated in, any other paper or document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of CounselCounsel from the appropriate party. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of CounselCounsel from the appropriate party. The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture or in any Basic Document shall not be construed as a duty of the Indenture Trustee and the Indenture Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of such discretionary act. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, the Administrator, any co-trustee or separate trustee appointed in accordance with the provisions of Section 6.10 or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, at the Issuer’s expense and experts paid in the priority set forth in Section 5.06(b) of its own selectionthe Sale and Servicing Agreement, and the written advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder under this Indenture or in relation hereto to this Indenture or to honor the request requests, demands or direction of any of the Noteholders or Verified Note Owners pursuant to this Indenture, other than requests, demands or directions required to be honored by the Indenture Trustee pursuant to Sections 13.01, 13.02 or 13.03(a) of this Indenture, Section 11.01 of the Sale and Servicing Agreement or Section 23 of the Administration Agreement, unless such Noteholders or Verified Note Owners, as applicable, shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which that might be incurred by it, its agents and its counsel in compliance with such request request, demand or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25Noteholders evidencing not less than 50% of the Controlling SecuritiesOutstanding Amount; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any so proceeding. The reasonable expense of each such action. In no event investigation shall be paid by the Person making such request, or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of reimbursed by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request. (i) In the event that the Indenture Trustee is also acting as Paying Agent, Note Registrar, Certificate Registrar, authenticating agent (under the Trust Agreement), Paying Agent (under the Trust Agreement) or collateral agent, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall be afforded to it in such capacities. (j) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (ik) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee shall not be required to give any bond or surety in each respect of its capacities the powers granted hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (jl) In no event shall the The Indenture Trustee will not be responsible or liable for any a failure or delay in the performance of its obligations hereunder arising out of under this Indenture from or caused by, directly or indirectly, forces beyond its control, including, without limitation, including strikes, work stoppages, acts of war or war, terrorism, civil or military disturbances, epidemics nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or pandemics, nuclear or other natural catastrophes or acts of God, and interruptions, unforeseeable loss or malfunctions failures of utilitiesmechanical, communications electronic or computer systems and services; it being understood that the communication systems. The Indenture Trustee shall will use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (BMW Vehicle Owner Trust 2016-A), Indenture (BMW Vehicle Owner Trust 2016-A)

Rights of Indenture Trustee. (a) The Except as provided by the second succeeding sentence, the Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they comply as to form to the truth requirements of the statements and the accuracy of the information thereinthis Indenture. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee it shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s its conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the written advice of such counsel or opinion Opinion of counsel, accountants, or experts Counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. The Indenture Trustee may also consult with financial expert(s) with respect to the performance of its duties under this Indenture, accountantand so long as it selects such financial expert(s) with due care, it shall not be liable for any action it takes or expertomits to take in good faith in reliance on the advice of such financial expert(s) and not contrary to this Indenture or any other Basic Document. (f) The Indenture Trustee shall be under no obligation to, at the request, order or written direction of any of the Noteholders pursuant to this Indenture, (i) exercise any of the rights or powers vested in it by this Indenture or to instituteat the request, conduct or defend any litigation hereunder or in relation hereto or to honor the request order or direction of any of the Noteholders pursuant to this IndentureIndenture or (ii) institute or conduct or defend litigation or investigate any matter, unless requested to do so by Noteholders evidencing not less than 25% (or such higher percentage provided pursuant to any other applicable provision of this Indenture) of the Note Balance of the Notes and such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances expenses and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07direction. (g) The Indenture Trustee shall not be bound deemed to make have discovered or to have knowledge of any investigation into the facts Default, Event of Default, breach of a representation or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond warranty or other paper or document, event unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right Responsible Officer of the Indenture Trustee to perform any discretionary act enumerated has actual knowledge that a Default, Event of Default, breach of a representation or warranty or such other event has in fact occurred or has received written notice evidencing that an event which is in fact a Default, Event of Default, breach of representation or warranty or such other event has in fact occurred in accordance with the provisions of this Indenture shall not be construed as a dutyIndenture; provided, and however, that, for the avoidance of doubt, the Indenture Trustee shall not be answerable for other than its deemed to have knowledge of a breach of representation or warranty solely as a result of the receipt and possession by it of a Review Report. (h) In the absence of willful misconduct, bad faith or negligence on its part, the Indenture Trustee will not be liable for any action taken or bad not taken by it in good faith in the performance administration of any Noteholder vote as to whether to direct the Asset Representations Reviewer to conduct a Review of the Review Assets so long as the administration of such actvote conforms in all material respects to the Indenture Trustee’s standard internal vote solicitation process in effect at the time of such Noteholder vote. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee will not be responsible or liable for any a failure or delay in the performance of its obligations hereunder arising out of under this Indenture from or caused by, directly or indirectly, forces beyond its control, including, without limitation, including strikes, work stoppages, acts of war or war, terrorism, civil or military disturbances, epidemics nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or pandemics, nuclear or other natural catastrophes or acts of God, and interruptions, unforeseeable loss or malfunctions failures of utilitiesmechanical, communications electronic or computer systems and services; it being understood that the communication systems. The Indenture Trustee shall will use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (kj) In no event will the Indenture Trustee have any responsibility to monitor compliance with or enforce compliance with the credit risk retention requirements for asset-backed securities or other rules or regulations relating to credit risk retention. The Indenture Trustee will not be charged with knowledge of such rules, nor will it be liable to any Noteholder, Certificateholder, the Depositor, the Servicer or any other Person for violation of such rules now or hereinafter in effect. (k) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if it reasonably determines in good faith that the Trustee action so directed would involve it in personal liability, would be personally liable (i) for specialunjustly prejudicial to the non-directing Noteholders, consequential, indirect is contrary to law or punitive damages (including lost profits), (ii) for the acts is inconsistent with this Indenture or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealersany other Basic Document. (l) In no event shall the The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunderhereunder other than if such other party’s failure is caused by the Indenture Trustee's willful misconduct, bad faith or negligence. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the The Indenture Trustee. Accordingly's receipt of reports and information hereunder shall not constitute notice of any information contained therein or determinable therefrom, each of including the parties agrees to provide to the Indenture Trustee upon compliance by a party hereto with its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Lawcovenants under this Indenture. (n) Each HolderAny discretion, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee permissive right or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession privilege of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified or refrain from taking actions pursuant to enumerated in this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, construed as a duty or is contrary to applicable law or inconsistent with this Indenture or other Basic Documentsobligation. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (Daimler Trucks Retail Trust 2024-1), Indenture (Daimler Trucks Retail Trust 2024-1)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or and/or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an the Officer’s Certificate or and/or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, of the Servicer or any such other agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture any Related Documents and the Notes and such advice or any related document opinion of counsel shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder under this Indenture or the Series Supplement or in relation hereto to this Indenture or to honor the request Series Supplement, at the request, order or direction of any of the Noteholders Holders of Notes, pursuant to the provisions of this IndentureIndenture or the Series Supplement, unless such Noteholders Holders of Notes shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances expenses and liabilities which might that may be incurred by ittherein or thereby; provided, its agents and its counsel in compliance with such request or directionhowever, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by that the Indenture TrusteeTrustee shall, its agents upon the occurrence of an Event of Default (that has not been cured), exercise the rights and its counsel powers vested in compliance it by this Indenture and the Series Supplement with such request or direction shall be subject to reasonable care and skill customary for the Issuing Entity care and Administrator’s compensation and indemnification obligations pursuant to Section 6.07skill exercised by Indenture Trustees under similar circumstances. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, document unless requested required in writing to do so by the Holders any Holder of Notes representing at least 25% of the Controlling Securitiesa Note; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, Trustee not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Series Supplement or the Sale and Servicing Agreement, the Indenture Trustee may require indemnity reasonably satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any so proceeding; the reasonable expense of every such action. In no event examination shall be paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. For purposes of clarification, the Indenture Trustee shall be under no obligation hereunder to monitor the perfection of any security interest or the filing of any financing statement or continuation statement in connection therewith. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee shall not be required to give any bond or surety in each respect of its capacities the execution of the Trust Estate created hereby or the powers granted hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall Anything in this Indenture or any supplement hereto to the Indenture Trustee be responsible or liable for any failure or delay contrary notwithstanding, in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the failure to perform its duties hereunder if Indenture Trustee has been advised of the likelihood of such failure is a direct loss or proximate result damage and regardless of another party’s failure to perform its obligations hereunderthe form of action. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (pk) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liabilitydefault, would violate the rights Event of the non-directing Noteholders, Default or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, Servicer Termination Event unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trusteethereof. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 2 contracts

Samples: Indenture (HSBC Automotive Trust (USA) 2007-1), Indenture (HSBC Automotive Trust (USA) 2006-1)

Rights of Indenture Trustee. Subject to the provisions of Section 7.01(c): (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper personPerson. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of CounselCounsel (or may consult with financial or other advisors or consultants appointed with due care). The Indenture Trustee shall not be liable for any action it takes takes, or omits to take take, in good faith in reliance on an any Company Order, Officer’s Certificate or 's Certificate, Opinion of CounselCounsel or advice from financial or other advisors or consultants appointed with due care. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or act through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct monitoring or negligence on supervising the part actions of, or for the supervision misconduct or negligence of, any such agent, attorney, custodian agent or nominee attorney appointed with due care by it hereundercare. (d) The Indenture Trustee shall not be liable for any action it takes takes, or omits to take take, in good faith which that it believes to be properly authorized or within its rights or powers; provided. (i) The Indenture Trustee may employ or retain such legal counsel, that accountants, appraisers, agents or other experts or advisers as it may reasonably require for the purpose of determining and discharging its rights and duties hereunder and shall not be responsible for misconduct or negligence on the part of any such person appointed with due care. (ii) The Indenture Trustee may act and rely, and shall be protected in acting and relying, in good faith on the opinion or advice of, or information obtained from, any legal counsel, accountant, appraiser, agents or other expert or adviser, whether retained or employed by the Company or by the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faithin relation to any matter arising in the administration of the trusts hereof. (ef) The Indenture Trustee may consult with counsel, accountants, and experts counsel of its own selection, selection and the advice of such legal counsel or any opinion of counsel, accountants, or experts with respect to legal, accounting, or matters relating to this Indenture and the Notes or any related document such legal counsel shall be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expertreliance thereon. (fg) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor at the request or direction of any of the Noteholders pursuant to this Indenture, Holders unless such Noteholders Holders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances expenses and liabilities which might be incurred by it, its agents and its counsel it in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (gh) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond debenture, note, other evidence of indebtedness or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled at all reasonable times to examine the books, records and premises of the Company, personally or by agent or attorney, with any reasonable costs related thereto to be paid by the Company pursuant to Section 7.10 of this Indenture, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (i) The Indenture Trustee shall not be deemed to have notice of any Default or Event of Default with respect to a series of Notes unless requested a Responsible Officer of the Indenture Trustee has actual knowledge thereof or unless written notice of any event which is in writing to do so fact such a Default or Event of Default is received by a Responsible Officer of the Indenture Trustee at the Corporate Trust Office of the Indenture Trustee from the Company or the Holders of Notes representing at least twenty-five percent (25% %) in aggregate principal amount of the Controlling Securities; provided Notes of such series and such notice references the Notes of such series and this Indenture and states that if the payment within a reasonable time Default or Event of Default with respect to such series of Notes has occurred. (j) Permissive powers granted to the Indenture Trustee of the costs, expenses or liabilities likely hereunder shall not be construed to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured mandatory duties on its part. (k) The rights and protections afforded to the Indenture Trustee pursuant to this Article 7 (including, without limitation, Section 7.10) shall also be afforded to the Paying Agent, the Registrar, the Transfer Agent and the Calculation Agent, and any successor or agent thereof. (l) The Indenture Trustee shall have no liability for the actions or omissions of the Paying Agent, the Registrar, the Transfer Agent or the Calculation Agent, provided that such action or omission is not caused by the security afforded to it by the terms of this IndentureIndenture Trustee's own negligence, the bad faith or willful misconduct. (m) The Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking execute any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR trusts or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholderpowers hereunder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a dutyduties hereunder, either directly or by or through delegates, agents, attorneys, custodians, or nominees, and the Indenture Trustee shall not be answerable responsible for other than its willful misconductany misconduct or negligence on the part, negligence or bad faith in the performance supervision, of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each any agent, custodian and other Person employed to act attorney, custodian, or nominee appointed with due care hereunder and except as otherwise agreed in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship writing with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable LawCompany. (n) Each Holder, Any request or direction of the Company mentioned herein shall be sufficiently evidenced by its acceptance a Company Order or as otherwise expressly provided herein. (o) Whenever in the administration of a Note hereunder, represents that it has, independently and without reliance upon this Indenture the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the timeit desirable that a matter be proved or established prior to taking, continue to make its own decisions in taking suffering or not taking omitting any action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any (unless other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (oevidence be herein specifically prescribed) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge absence of any Paying Agentbad faith on its part, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa)rely upon an Officer's Certificate.

Appears in 2 contracts

Samples: Indenture (Governor & Co of the Bank of Ireland), Indenture (Governor & Co of the Bank of Ireland)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely onand shall be protected in acting upon or refraining from acting upon any resolution, and need not investigate any fact certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or matter stated in, any other paper or document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of CounselCounsel from the appropriate party. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of CounselCounsel from the appropriate party. The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture or in any Basic Document shall not be construed as a duty of the Indenture Trustee and the Indenture Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of such discretionary act. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, the Administrator, any co-trustee or separate trustee appointed in accordance with the provisions of Section 6.10 or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult consult, at the Issuer’s expense and paid in the priority set forth in Section 5.06(b) of the Sale and Servicing Agreement, with counsel, accountants, and experts of its own selection, and the written advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder under this Indenture or in relation hereto to this Indenture or to honor the request or direction of any of the Noteholders or Verified Note Owners pursuant to this Indenture, other than requests, demands or directions required to be honored by the Indenture Trustee pursuant to Sections 13.01, 13.02, 13.03 or 13.04 of this Indenture, Sections 11.01 or 11.02 of the Sale and Servicing Agreement or Section 23 of the Administration Agreement, unless such Noteholders or Verified Note Owners, as applicable, shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which that might be incurred by it, its agents and its counsel in compliance with such request or direction; provided, except with respect to requestshowever, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by that the Indenture TrusteeTrustee shall, its agents upon the occurrence of an Event of Default (that has not been cured), exercise the rights and its counsel powers vested in compliance it by this Indenture with such request or direction shall be subject to the Issuing Entity reasonable care and Administrator’s compensation and indemnification obligations pursuant to Section 6.07skill. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25Noteholders evidencing not less than 50% of the Controlling SecuritiesOutstanding Amount; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any so proceeding. The reasonable expense of each such action. In no event investigation shall be paid by the Person making such request, or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of reimbursed by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request. (i) In the event that the Indenture Trustee is also acting as Paying Agent, Note Registrar, Certificate Registrar, authenticating agent (under the Trust Agreement), Paying Agent (under the Trust Agreement) or collateral agent, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall be afforded to it in such capacities. (j) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take give any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines bond or surety in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights respect of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documentspowers granted hereunder. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (BMW Fs Securities LLC)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an the Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise institute, conduct or defend any litigation under this Indenture or in relation to this Indenture, at the request, order or direction of any of the Holders of Notes, pursuant to the provisions of this Indenture, unless such Holders of Notes shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that the Indenture Trustee shall, upon the occurrence of a Servicer Event of Default or Event of Default (that has not been cured or waived), exercise the rights or and powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the Sale and Servicing Agreement with reasonable costs, expenses, disbursements, advances care and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07skill. (g) The Prior to the occurrence of a Servicer Event of Default or Event of Default, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Insurer or by the Holders of Notes representing at least entitled to not less than 25% of the Controlling SecuritiesVoting Rights; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this IndentureIndenture or the Sale and Servicing Agreement, the Indenture Trustee may require indemnity reasonably satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any so proceeding; the reasonable expense of every such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and examination shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders paid by the Indenture Trustee hereunderPerson making such request, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entityor, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and if paid by the Indenture Trustee shall be entitled to conclusively rely on reimbursed by the then current certificate until receipt of a superseding certificatePerson making such request upon demand. (ph) The Indenture Trustee shall not be required accountable, shall have no liability and makes no representation as to take any action it is directed to take acts or omissions hereunder or under this Indenture if the Sale and Servicing Agreement of the Servicer until such time as the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary may be required to applicable law or inconsistent with this Indenture or other Basic Documentsact as Servicer. (qi) The Indenture Trustee shall not be personally liable for any action or inaction loss resulting from the investment of funds held in any Investment Account at the direction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) Servicer pursuant to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture TrusteeSection 8.11. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Prudential Securities Secured Financing Corp)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee --------------------------- may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, (______) negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Provident Bank)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an the Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise institute, conduct or defend any litigation under this Indenture or in relation to this Indenture, at the request, order or direction of any of the Holders of Notes or the Controlling Party, pursuant to the provisions of this Indenture, unless such Holders of Notes or the Controlling Party shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that the Indenture Trustee shall, upon the occurrence of a Rapid Amortization Event or Event of Servicing Termination as defined in the Sale and Servicing Agreement (that has not been cured or waived), exercise the rights or and powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the Sale and Servicing Agreement with reasonable costs, expenses, disbursements, advances care and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07skill. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Insurer or by the Holders of Notes representing at least evidencing not less than 25% of the Controlling SecuritiesOutstanding Amount thereof; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this IndentureIndenture or the Sale and Servicing Agreement, the Indenture Trustee may require indemnity reasonably satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).it

Appears in 1 contract

Samples: Indenture (Advanta Mortgage Conduit Services Inc)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an the Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, of the Master Servicer or any such other agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture Indenture, the Basic Documents, any Series Supplement, any Series Related Documents and the Notes and such advice or any related document opinion of counsel shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise institute, conduct or defend any litigation under this Indenture or any Series Supplement or in relation to this Indenture or any Series Supplement, at the request, order or direction of any of the Holders of Notes, pursuant to the provisions of this Indenture or any Series Supplement, unless such Holders of Notes shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that the Indenture Trustee shall, upon the occurrence of an Event of Default (that has not been cured), exercise the rights or and powers vested in it by this Indenture or to institute, conduct or defend and any litigation hereunder or in relation hereto or to honor Series Supplement with reasonable care and skill customary for the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the care and skill exercised by Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners Trustees under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07similar circumstances. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, Trustee not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, any Series Supplement or the Master Sale and Servicing Agreement, the Indenture Trustee may require indemnity reasonably satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any so proceeding; the reasonable expense of every such action. In no event examination shall be paid by the Person making such request, or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or shall be charged with knowledge of reimbursed by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture Agreement shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee shall not be required to give any bond or surety in each respect of its capacities the execution of the Trust Estate created hereby or the powers granted hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall Anything in this Indenture or any Supplement hereto to the Indenture Trustee be responsible or liable for any failure or delay contrary notwithstanding, in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the failure to perform its duties hereunder if Indenture Trustee has been advised of the likelihood of such failure is a direct loss or proximate result damage and regardless of another party’s failure to perform its obligations hereunderthe form of action. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (pk) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liabilitydefault, would violate the rights Event of the non-directing NoteholdersDefault, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, Master Servicer Termination Event unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trusteethereof. (rl) Knowledge The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Trust Account (including, without limitation, the Master Collection Account, the Series 2000-2 Reserve Account and the Series 2000-2 Collection Account or any subaccount thereof) held by or on behalf of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of resulting from any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or investment loss on any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa)Eligible Investment included therein.

Appears in 1 contract

Samples: Indenture (Household Automotive Trust v Series 2000 2)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Officers' Certificate of the Issuing Entity Issuer or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s such Officers' Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The In the event that the Person acting as Indenture Trustee shall be under no obligation to exercise any of is also acting as securities intermediary all the rights or powers vested in it by this Indenture or to instituterights, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenturepowers, unless such Noteholders shall have offered immunities and indemnities afforded to the Indenture Trustee security or indemnity reasonably satisfactory to it against under the reasonable costs, expenses, disbursements, advances and liabilities which might Basic Documents shall also be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject afforded to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07securities intermediary. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Key Bank Usa National Association)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely onand shall be fully protected in acting or refraining from acting on any resolution, and need not investigate certificate of auditors or any fact other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or matter stated in, any other paper or document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require and shall be entitled to receive an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee’s conduct Trustee does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel selected by it with due care with respect to legal, accounting, or legal matters relating to this Indenture Indenture, the Notes and the Notes or any related document Transaction Documents to which it is a party, shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor at the request request, order or direction of any of the Noteholders Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances expenses and liabilities which might may be incurred by ittherein or thereby; nothing contained herein shall, its agents and its counsel in compliance with such request or directionhowever, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by relieve the Indenture TrusteeTrustee of the obligation, its agents upon the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge (which has not been cured), to exercise such of the rights and its counsel powers vested in compliance with it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07person's own affairs. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling SecuritiesMajority Noteholder; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event The reasonable expense of every such examination shall be paid by the Issuer or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of repaid by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectIssuer upon demand. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take give any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines bond or surety in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights respect of the non-directing Noteholders, execution of the Trust Fund created hereby or is contrary to applicable law or inconsistent with this Indenture or other Basic Documentsthe powers granted hereunder. (qj) The Indenture Trustee shall not be liable for any action have no liability in connection with the malfeasance or inaction of nonfeasance by the Issuing Entity, Issuer or the Master Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the . The Indenture Trustee shall have actual knowledge no liability in connection with compliance by the Issuer or received written notice the Master Servicer with statutory or regulatory requirements related to the contrary at Collateral or the Corporate Trust Office Estate. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Collateral or the Trust Estate or the validity or sufficiency of any assignment of the Collateral or the Trust Estate to the Indenture Trustee. (rk) Knowledge of In the event that the Indenture Trustee shall not be attributed is also acting as Paying Agent or imputed to Wilmington TrustNote Registrar hereunder, National Association’s other roles in the transaction rights, protection, immunities and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or indemnities afforded to the Indenture Trustee (in either case, other than those where the roles are performed by the same group pursuant to this Article VI shall also be afforded to such Paying Agent or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa)Note Registrar.

Appears in 1 contract

Samples: Indenture (HFC Revolving Corp Household Home Equity Loan Trust 2003 2)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely onand shall be protected in acting upon or refraining from acting upon any resolution, and need not investigate any fact certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or matter stated in, any other paper or document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of CounselCounsel from the appropriate party. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of CounselCounsel from the appropriate party. The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture or in any Basic Document shall not be construed as a duty of the Indenture Trustee and the Indenture Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of such discretionary act. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, the Administrator, any co-trustee or separate trustee appointed in accordance with the provisions of Section 6.10 or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult consult, at the Issuer’s expense and paid in the priority set forth in Section 5.06(b) of the Sale and Servicing Agreement, with counsel, accountants, and experts of its own selection, and the written advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder under this Indenture or in relation hereto to this Indenture or to honor the request or direction of any of the Noteholders pursuant to this Indenture, Indenture unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which that might be incurred by it, its agents and its counsel in compliance with such request or direction; provided, except with respect to requestshowever, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by that the Indenture TrusteeTrustee shall, its agents upon the occurrence of an Event of Default (that has not been cured), exercise the rights and its counsel powers vested in compliance it by this Indenture with such request or direction shall be subject to the Issuing Entity reasonable care and Administrator’s compensation and indemnification obligations pursuant to Section 6.07skill. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders holders of Notes representing at least 25evidencing not less than 50% of the Outstanding Amount of the Notes of the Controlling SecuritiesClass; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any so proceeding. The reasonable expense of each such action. In no event investigation shall be paid by the Person making such request, or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of reimbursed by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request. (i) In the event that the Indenture Trustee is also acting as Paying Agent, Note Registrar, Certificate Registrar, authenticating agent (under the Trust Agreement), Paying Agent (under the Trust Agreement) or collateral agent, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall be afforded to it in such capacities. (j) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take give any action it is directed bond or surety in respect of the powers granted hereunder. (l) Notwithstanding anything to take under this Indenture if the contrary herein, any and all email communications (both text and attachments) by or from the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liabilityits sole discretion deems to contain confidential, would violate proprietary, and/or sensitive information sent by electronic mail shall be encrypted. The recipient (the rights “Email Recipient”) of the nonencrypted email communication will be required to complete a one-directing Noteholders, time registration process. Information and assistance on registering or is contrary to applicable law using the email encryption technology can be found at [___________]’s Secure Email website at [__________] or inconsistent with this Indenture or other Basic Documentsby calling [__________]. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (BMW Fs Securities LLC)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity (with respect to factual matters) or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an the Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powerspowers and shall not be liable to the Noteholders for any action taken or omitted by it at the direction of the Issuer, the Servicer and/or the Noteholders under the circumstances in which such direction is required or permitted by the terms of this Indenture or the Transfer and Servicing Agreement; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion Opinion of counsel, accountants, or experts Counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder under this Indenture or in relation hereto or to honor this Indenture, at the request request, order or direction of any of the Noteholders Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances expenses and liabilities which might that may be incurred by ittherein or thereby; provided, its agents and its counsel in compliance with such request or directionhowever, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by that the Indenture TrusteeTrustee shall, its agents upon the occurrence of an Event of Default (that has not been cured), exercise the rights and its counsel powers vested in compliance it by this Indenture in a manner consistent with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.076.01. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless so requested in writing to do so by the Holders of Notes representing at least Noteholders evidencing not less than 25% of the Controlling SecuritiesOutstanding Amount of the Notes; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this IndentureIndenture or the Transfer and Servicing Agreement, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any so proceeding; the reasonable expense of every such action. In no event examination shall be paid by the Person making such request, or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of reimbursed by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) The right Indenture Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (i) The Indenture Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Issuer. (j) The permissive rights of the Indenture Trustee to perform any discretionary act do things enumerated in this Indenture shall not be construed as a duty, duty and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstanceswillful default. (k) In no event shall the Trustee be personally liable Except for (i) for special, consequential, indirect a default under Sections 5.01(a) or punitive damages (including lost profits), b) or (ii) for any other event of which a Responsible Officer of the acts Indenture Trustee has “actual knowledge” and which event, with the giving of notice or omissions the passage of its nomineestime or both, correspondentswould constitute an Event of Default under this Indenture, clearing agencies the Indenture Trustee shall not be deemed to have notice of any Event of Default or securities depositories and (iii) for Servicer Default unless specifically notified in writing of such event by the acts Issuer or omissions any Noteholder; as used herein, the term “actual knowledge” means the actual fact or statement of brokers or dealersknowing, by a Responsible Officer without any duty to make any investigation with regard thereto. (l) In the event that the Indenture Trustee is also acting as Paying Agent or Transfer Agent and Registrar hereunder, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall also be afforded to such Paying Agent or Transfer Agent or Registrar. (m) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct selection of Eligible Investments or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trusteefor investment losses incurred thereon. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines have no liability in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights respect of losses incurred as a result of the non-liquidation of any such investment prior to its stated maturity or the failure of the party directing Noteholders, or is contrary such investment to applicable law or inconsistent with this Indenture or other Basic Documents. (q) provide timely written investment direction. The Indenture Trustee shall not be liable for have no obligation to invest or reinvest any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles amounts held hereunder in the transaction and knowledge absence of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa)such written investment direction.

Appears in 1 contract

Samples: Indenture (American Capital Strategies LTD)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from actingacting in connection with any matter contemplated by this Indenture or other Basic Documents, it may require an Officer’s Officers' Certificate of the Issuing Entity Issuer or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s such Officers' Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute exercise any of the trusts or and powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the other Basic Documents and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Subject to clauses (a), (b), (c) and (g) of Section 6.1 hereof, the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor at the request or direction of any of the Noteholders Noteholder pursuant to this Indenture, unless such Noteholders Noteholder shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it the Indenture Trustee against the reasonable costs, expenses, disbursements, advances expenses and liabilities which might be incurred by it, its agents and its counsel it in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Efg Funding Corp)

Rights of Indenture Trustee. (a) The Except as provided by the second succeeding sentence, the Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely onand shall be protected in acting upon or refraining from acting upon any resolution, and need not investigate any fact certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or matter stated in, any other paper or document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any such document and may conclusively rely provision of this Indenture, shall examine them to determine whether they comply as to form to the truth requirements of the statements and the accuracy of the information thereinthis Indenture. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity (with respect to factual matters) or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, the Administrator, any co-trustee or separate trustee appointed in accordance with the provisions of Section 6.10 or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice of such counsel or opinion any Opinion of counsel, accountants, or experts Counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder under this Indenture or in relation hereto to this Indenture or to honor the request or direction of any of the Noteholders pursuant to this Indenture, Indenture unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which that might be incurred by it, its agents and its counsel in compliance with such request or direction; provided, except with respect to requestshowever, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by that the Indenture TrusteeTrustee shall, its agents upon the occurrence of an Indenture Default (that has not been cured), exercise the rights and its counsel powers vested in compliance it by this Indenture with such request or direction shall be subject to the Issuing Entity reasonable care and Administrator’s compensation and indemnification obligations pursuant to Section 6.07skill. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders holders of Notes representing at least 25evidencing not less than 50% of the Controlling SecuritiesOutstanding Amount; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any so proceeding. The reasonable expense of each such action. In no event investigation shall be paid by the Person making such request, or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of reimbursed by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request. (i) In the event that the Indenture Trustee is also acting as Paying Agent, Note Registrar, Certificate Registrar or Securities Intermediary under this Indenture or any of the Basic Documents, the rights and protections afforded the Indenture Trustee pursuant to this Indenture shall be afforded to such Paying Agent, Note Registrar, Certificate Registrar or Securities Intermediary. (j) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take give any action it is directed bond or surety in respect of the powers granted hereunder. (l) Notwithstanding anything to take under this Indenture if the contrary herein, any and all email communications (both text and attachments) by or from the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liabilityits sole discretion deems to contain confidential, would violate proprietary, and/or sensitive information sent by electronic mail shall be encrypted. The recipient (the rights “Email Recipient”) of the nonencrypted email communication will be required to complete a one-directing Noteholders, time registration process. Information and assistance on registering or is contrary to applicable law using the email encryption technology can be found at [­­­­­______] or inconsistent with this Indenture or other Basic Documentsby calling [­­­­­______] at any time. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (BMW Auto Leasing LLC)

Rights of Indenture Trustee. (a) The Indenture TrusteeTrustee may rely and shall be protected in acting or refraining from acting in good faith upon any resolution, in the absence Officer's Certificate, opinion of bad faithcounsel, may conclusively rely oncertificate of auditors, and need not investigate or any fact other certificate, statement, instrument, report, notice, consent or matter stated in, any other document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an any such Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall not be under no obligation personally liable for any action taken, suffered or omitted by it in good faith and believed by it to exercise any of be authorized or within the discretion or rights or powers vested in conferred upon it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders it shall have offered to be proved that the Indenture Trustee security or indemnity reasonably satisfactory to it against was negligent in ascertaining the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07pertinent facts. (g) The Prior to the occurrence of an Event of Default hereunder, and after the curing or waiver of all Events of Default that may have occurred, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes Noteholders representing at least 25% a majority of the Controlling Securitiesaggregate Note Balance; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconductunder no obligation to exercise any of the trusts or powers vested in it by this Indenture or to institute, negligence conduct or bad faith defend any litigation hereunder or in relation hereto at the performance request, order or direction of such act. (i) The rightsany of the Noteholders, privileges, protections, immunities and benefits given pursuant to the Indenture Trusteeprovisions of this Indenture, including, without limitation, its right to be indemnified, are extended to, and unless the Noteholders shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide have offered to the Indenture Trustee upon its reasonable request from time to time such identifying information security or indemnity against the costs, expenses and documentation as liabilities which may be reasonably available for such party in order to enable incurred therein or thereby; nothing contained herein shall, however, relieve the Indenture Trustee to comply with such Applicable Law. (n) Each Holderof the obligation, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee occurrence of an Event of Default (which has not been cured or any other Personwaived), to exercise such of the rights and powers vested in it by this Indenture, and based on such documents to use the same degree of care and information skill in their exercise as it has deemed appropriate, made its own investment decision a prudent investor would exercise or use under the circumstances in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature conduct of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificateinvestor's own affairs. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (GMACM Home Equity Loan Trust 2007-He3)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely onand shall be fully protected in acting or refraining from acting on any resolution, and need not investigate certificate of auditors or any fact other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or matter stated in, any other paper or document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require and shall be entitled to receive an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee’s conduct Trustee does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel selected by it with due care with respect to legal, accounting, or legal matters relating to this Indenture Indenture, the Notes and the Notes or any related document Transaction Documents to which it is a party, shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor at the request request, order or direction of any of the Noteholders Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances expenses and liabilities which might may be incurred by ittherein or thereby; nothing contained herein shall, its agents and its counsel in compliance with such request or directionhowever, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by relieve the Indenture TrusteeTrustee of the obligation, its agents upon the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge (which has not been cured), to exercise such of the rights and its counsel powers vested in compliance with it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07person's own affairs. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling SecuritiesMajority Noteholder; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event The reasonable expense of every such examination shall be paid by the Owner Trustee or, if paid by the Indenture Trustee, shall be repaid by the Owner Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectupon demand. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take give any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines bond or surety in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights respect of the non-directing Noteholders, execution of the Trust Fund created hereby or is contrary to applicable law or inconsistent with this Indenture or other Basic Documentsthe powers granted hereunder. (qj) The Indenture Trustee shall not be liable for any action have no liability in connection with the malfeasance or inaction of nonfeasance by the Issuing Entity, Owner Trustee or the Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the . The Indenture Trustee shall have actual knowledge no liability in connection with compliance by the Owner Trustee or received written notice the Servicer with statutory or regulatory requirements related to the contrary at Collateral or the Corporate Trust Office Estate. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Collateral or the Trust Estate or the validity or sufficiency of any assignment of the Collateral or the Trust Estate to the Indenture Trustee. (rk) Knowledge of In the event that the Indenture Trustee shall not be attributed is also acting as Paying Agent or imputed to Wilmington TrustRegistrar hereunder, National Association’s other roles in the transaction rights, protection, immunities and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or indemnities afforded to the Indenture Trustee (in either case, other than those where the roles are performed by the same group pursuant to this Article VI shall also be afforded to such Paying Agent or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa)Registrar.

Appears in 1 contract

Samples: Indenture (Compass Asset Acceptance Co)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of from the Issuing Entity Owner Trustee or an Opinion of CounselCounsel that such action or omission is required or permissible hereunder. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful wilful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Navistar Financial Retail Receivables Corporation)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, on and need not investigate any fact or matter stated in, shall be fully protected in acting in good faith upon any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (ba) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or an Opinion of Counsel. (cb) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any of such agent, attorney, custodian or nominee appointed by the Indenture Trustee with due care by it hereundercare. (dc) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee’s conduct Trustee does not constitute willful misconduct, negligence or bad faith. (ed) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, counsel or experts any Opinion of Counsel with respect to legal, accounting, or legal matters relating to this Indenture and or arising out of the Notes or any related document Operative Agreements shall be full and complete authorization and protection from liability in with respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. The Issuer shall be responsible for the reasonable costs and expenses of any such counsel. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (ge) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Majority Controlling SecuritiesClass Noteholders; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity reasonably satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any such action. In no event The expense of every such investigation shall be paid by the Issuer or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of repaid by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectIssuer upon demand. (hf) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture Agreement shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (pg) The Indenture Trustee shall not be required to take give any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines bond or surety in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights respect of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documentsexecution of the powers granted hereunder. (qh) The Indenture Trustee shall not or its Affiliates are permitted to receive additional compensation that could be liable deemed to be in the Indenture Trustee’s economic self-interest for any action (i) serving as investment adviser, administrator, shareholder servicing agent, custodian or inaction sub-custodian with respect to certain of the Issuing EntityPermitted Investments, Servicer(ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. (i) In order to comply with its duties under the U.S.A. Patriot Act, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to obtain and verify certain information and documentation from the contrary at the Corporate Trust Office of the Indenture Trusteeother parties hereto, including, but not limited to, such party’s name, address, and other identifying information. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Saxon Asset Securities Trust 2004-3)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, shall be fully protected in acting on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Officers' Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s the Officers' Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or agents, attorneys, a custodian or a nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the Indenture 45 supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunderit. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful wilful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall not be under no obligation required to exercise make any of the rights initial or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction periodic examination of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered files or records related to the Indenture Trustee security Receivables for the purpose of establishing the presence or indemnity reasonably satisfactory to it against absence of defects, the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, Issuer with its agents representations and its counsel in compliance with such request warranties or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07for any other purpose. (g) The In the event that the Indenture Trustee shall not be bound to make any investigation into is also acting as Paying Agent or Note Registrar hereunder, the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time rights and protections afforded to the Indenture Trustee of the costs, expenses or liabilities likely pursuant to this Article VI shall also be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against capacity as such cost, expense Paying Agent or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Case Receivables Ii Inc)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely onand shall be fully protected in relying on any resolution, and need not investigate any fact officer's certificate, statement, report, notice, consent, order, appraisal, bond or matter stated in, any other paper document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. Except as expressly stated herein The Indenture Trustee need not calculate or verify any information set forth in the other Basic Documents, the Servicer's Certificate. The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require and shall be entitled to receive an Officer’s 's Certificate of from the Issuing Entity Issuer or an Opinion of CounselCounsel that such action or omission is required or permissible hereunder. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does -------- ------- not constitute willful wilful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall not be charged with knowledge of an Event of Default unless an Authorized Officer obtains actual knowledge of such an event or the Indenture Trustee receives written notice of such Event of Default. (g) The Indenture Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor at the request or request, order of direction of any of the Noteholders pursuant to this IndentureNoteholders, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances expenses and liabilities which might may be incurred by ittherein or thereby; nothing contained herein shall, its agents and its counsel in compliance with such request or directionhowever, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by relieve the Indenture TrusteeTrustee of the obligation, its agents upon the occurrence of a Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge (which has not been cured), to exercise such of the rights and its counsel powers vested in compliance with it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07person's own affairs. (gh) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders holders of Notes representing at least 25% a majority in principal amount of the Controlling Securities; provided Outstanding Notes, provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (hi) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of any such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take give any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines bond or surety in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights respect of the non-directing Noteholders, Trust Estate or is contrary to applicable law or inconsistent with this Indenture or other Basic Documentsthe powers granted hereunder. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (First Security Bank Na)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel, which shall not be at the expense of the Indenture Trustee. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, of any such agent, attorney, agent or attorney or custodian or nominee appointed by the Indenture Trustee with due care by it hereundercare. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee’s conduct Trustee does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or any opinion of counsel, accountants, or experts with respect to legal, accounting, or matters relating to this Indenture and the Notes or any related document counsel shall be full and complete authorization and protection from liability in respect to of any action taken, taken or omitted or suffered by it hereunder in good faith and in accordance with the such advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval, bond approval or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Bluegreen Corp)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel, which shall not be at the expense of the Indenture Trustee. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s 's Certificate or Opinion of Counsel. The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture or in any Operative Agreement shall not be construed as a duty and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts any Opinion of its own selection, and the advice or opinion of counsel, accountants, or experts Counsel with respect to legal, accounting, or legal matters relating to this Indenture Indenture, any Operative Agreement and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion any Opinion of Counsel of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the permissive rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture herein shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such actduties. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Indymac MBS Inc)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity (with respect to factual matters) or an Opinion of Counsel, as 38 applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an the Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through Affiliates, agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice of such counsel or opinion any Opinion of counsel, accountants, or experts Counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the such advice or opinion Opinion of such counsel, accountant, or expertCounsel. (f) The Indenture Trustee shall be under no obligation to exercise institute, conduct or defend any litigation under this Indenture or in relation to this Indenture, at the request, order or direction of any of the Holders of Notes, pursuant to the provisions of this Indenture, unless such Holders of Notes shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that the Indenture Trustee shall, upon the occurrence of an Event of Default (that has not been cured), exercise the rights or and powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance a manner consistent with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.076.01. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless so requested in writing to do so by the Holders of Notes representing at least evidencing not less than 25% of the Controlling SecuritiesOutstanding Amount of the Notes; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this IndentureIndenture or the Sale and Servicing Agreement, the Indenture Trustee may require reasonable indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any so proceeding; the reasonable expense of every such action. In no event examination shall be paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention RulesPerson making such request, nor shall it be liable to any Noteholderor, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to if paid by the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders reimbursed by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-factPerson making such request upon demand. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Harley Davidson Customer Funding Corp)

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Rights of Indenture Trustee. (a) The Except as provided by the second succeeding sentence, the Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely onand shall be protected in acting upon or refraining from acting upon any resolution, and need not investigate any fact certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or matter stated in, any other paper or document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in the related item or document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that shall be specifically required to be furnished pursuant to any such document and may conclusively rely provision of this Indenture, shall examine them to determine whether they comply as to form to the truth requirements of the statements and the accuracy of the information thereinthis Indenture. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity (with respect to factual matters) or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice of such counsel or opinion any Opinion of counsel, accountants, or experts Counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder under this Indenture or in relation hereto to this Indenture or to honor the request or direction of any of the Noteholders pursuant to this Indenture, Indenture unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which that might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes Noteholders representing at least not less than 25% of the Controlling SecuritiesOutstanding Amount; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such costcosts, expense expenses or liability liabilities as a condition to taking any so proceeding. The reasonable expense of each such action. In no event investigation shall be paid by the Person making such request, or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of reimbursed by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) The right Any request or direction of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and Trust mentioned herein shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is sufficiently evidenced by a partyTrust Request. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Xerox Corp)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel, which shall not be at the expense of the Indenture Trustee. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel. The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture or in any Operative Agreement shall not be construed as a duty and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and provided that the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, if any agent or for the supervision of, any such agent, attorney, custodian or nominee attorney appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts any Opinion of its own selection, and the advice or opinion of counsel, accountants, or experts Counsel with respect to legal, accounting, or legal matters relating to this Indenture Indenture, any Operative Agreement and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion any Opinion of Counsel of such counsel, accountant, or expert. (f) The In the event that the Indenture Trustee shall be is also acting as Paying Agent, Note Registrar or Master Servicer hereunder or under no obligation to exercise any of Operative Agreement, the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered and protections afforded to the Indenture Trustee security or indemnity reasonably satisfactory pursuant to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction this Article VI shall be subject afforded to the Issuing Entity such Paying Agent, Note Registrar and Administrator’s compensation and indemnification obligations pursuant to Section 6.07Master Servicer. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right permissive rights of the Indenture Trustee to perform any discretionary act enumerated in this Indenture herein shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such actduties. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (mh) In order to comply with Applicable Law, its duties under the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each USA Patriot Act of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder2001, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning obtain and verify certain documentation from the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officersthis Indenture, directorsincluding, employeesbut not limited to, agentseach party’s name, representatives or attorneys-in-factaddress, and other identifying information. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (FBR Securitization, Inc.)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an the Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, of the Master Servicer or any such other agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; providedPROVIDED, HOWEVER, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture Indenture, the Basic Documents, the Series Supplement, any Related Documents and the Notes and such advice or any related document opinion of counsel shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise institute, conduct or defend any litigation under this Indenture or the Series Supplement or in relation to this Indenture or the Series Supplement, at the request, order or direction of any of the Holders of Notes, pursuant to the provisions of this Indenture or the Series Supplement, unless such Holders of Notes shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; PROVIDED, HOWEVER, that the Indenture Trustee shall, upon the occurrence of an Event of Default (that has not been cured), exercise the rights or and powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor and the request or direction of any of Series Supplement with reasonable care and skill customary for the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the care and skill exercised by Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners Trustees under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07similar circumstances. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided PROVIDED, HOWEVER, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, Trustee not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Series Supplement or the Master Sale and Servicing Agreement, the Indenture Trustee may require indemnity reasonably satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any so proceeding; the reasonable expense of every such action. In no event examination shall be paid by the Person making such request, or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or shall be charged with knowledge of reimbursed by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee shall not be required to give any bond or surety in each respect of its capacities the execution of the Trust Estate created hereby or the powers granted hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall Anything in this Indenture or any Supplement hereto to the Indenture Trustee be responsible or liable for any failure or delay contrary notwithstanding, in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not 36 limited to lost profits), even if the failure to perform its duties hereunder if Indenture Trustee has been advised of the likelihood of such failure is a direct loss or proximate result damage and regardless of another party’s failure to perform its obligations hereunderthe form of action. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (pk) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liabilitydefault, would violate the rights Event of the non-directing Noteholders, Default or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, Master Servicer Termination Event unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trusteethereof. (rl) Knowledge The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Trust Account (including, without limitation, the Reserve Account and the Collection Account or any subaccount thereof) held by or on behalf of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of resulting from any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or investment loss on any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa)Eligible Investment included therein.

Appears in 1 contract

Samples: Indenture (Household Auto Receivables Corp)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter matters stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s 's Certificate or Opinion of CounselCounsel unless it is proved that the Indenture Trustee was negligent in such reliance. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee’s conduct Trustee does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Mmca Auto Receivables Inc)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an the Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise institute, conduct or defend any litigation under this Indenture or in relation to this Indenture, at the request, order or direction of any of the Holders of Notes or the Controlling Party, pursuant to the provisions of this Indenture, unless such Holders of Notes or the Controlling Party shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that the Indenture Trustee shall, upon the occurrence of a Rapid Amortization Event or Event of Servicing Termination as defined in the Sale and Servicing Agreement (that has not been cured or waived), exercise the rights or and powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the Sale and Servicing Agreement with reasonable costs, expenses, disbursements, advances care and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07skill. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Insurer or by the Holders of Notes representing at least evidencing not less than 25% of the Controlling SecuritiesOutstanding Amount thereof; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this IndentureIndenture or the Sale and Servicing Agreement, the Indenture Trustee may require indemnity reasonably satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any so proceeding; the reasonable expense of every such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and examination shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders paid by the Indenture Trustee hereunderPerson making such request, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entityor, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and if paid by the Indenture Trustee shall be entitled to conclusively rely on reimbursed by the then current certificate until receipt of a superseding certificatePerson making such request upon demand. (ph) The Indenture Trustee shall not be required accountable, shall have no liability and makes no representation as to take any action it is directed to take under this Indenture if acts or omissions hereunder of the Servicer until such time as the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary may be required to applicable law or inconsistent with this Indenture or other Basic Documentsact as Servicer. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Greenpoint Home Equity Loan Trust 1999 2)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, may conclusively rely on, and need not investigate any fact or matter stated in, any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information therein. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts with respect to legal, accounting, or matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, the Securitisation Rules or the Securitisation Regulations, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Indenture Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Anti-Money Laundering Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Anti-Money Laundering Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington TrustU.S. Bank Trust Company, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington TrustU.S. Bank Trust Company, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington TrustU.S. Bank Trust Company, National Association (and vice versa). (s) The Account Bank shall be afforded the same rights, privileges and protections as the Indenture Trustee hereunder.

Appears in 1 contract

Samples: Indenture (World Omni Select Auto Trust 2024-A)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of from the Issuing Entity Issuer or an Opinion of CounselCounsel that such action or omission is required or permitted hereunder. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an the Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful wilful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Trans Leasing International Inc)

Rights of Indenture Trustee. (a) The Indenture Trustee, Trustee may rely on and shall be protected in the absence of bad faith, may conclusively rely on, and need not investigate any fact or matter stated in, acting in good faith upon any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s 's Certificate or an Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any of such agent, attorney, custodian or nominee appointed by the Indenture Trustee with due care by it hereundercare. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee’s conduct Trustee does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, counsel or experts any Opinion of Counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document Operative Agreements shall be full and complete authorization and protection from liability in with respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. The Issuer shall be responsible for the reasonable costs and expenses of any such counsel. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of Majority the Controlling SecuritiesNoteholders; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event The reasonable expense of every such investigation shall be paid by the Issuer or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of repaid by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectIssuer upon demand. (hg) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture Agreement shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (ph) The Indenture Trustee shall not be required to take give any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines bond or surety in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights respect of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction execution of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trusteepowers granted hereunder. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Lares Asset Securitization, Inc.)

Rights of Indenture Trustee. (a) The Indenture Trustee, Trustee may rely on and shall be protected in the absence of bad faith, may conclusively rely on, and need not investigate any fact acting or matter stated in, refraining from acting upon any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an the Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, PeopleFirst Finance, LLC, or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; , provided, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, gross negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture or otherwise exercise any of the rights or powers vested in it by this Indenture or to instituteIndenture, conduct or defend any litigation hereunder or in relation hereto or to honor at the request request, order or direction of any of the Noteholders Holders of Notes or the Controlling Party pursuant to the provisions of this Indenture, unless such Noteholders Holders of Notes or the Controlling Party shall have offered and provided to the Indenture Trustee security or indemnity reasonably satisfactory to it the Indenture Trustee against the reasonable costs, expenses, disbursements, advances expenses and liabilities which might that may be incurred by ittherein or thereby; provided, its agents and its counsel in compliance with such request or directionhowever, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by that the Indenture TrusteeTrustee shall, its agents upon the occurrence of an Event of Default (that has not been cured), exercise the rights and its counsel powers vested in compliance it by this Indenture with such request or direction shall be subject to the Issuing Entity reasonable care and Administrator’s compensation and indemnification obligations pursuant to Section 6.07skill. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless and may conclusively rely on the correctness of any statement made therein but the Indenture Trustee shall make such investigation if requested in writing to do so by the Insurer (so long as no, if the Insurer Default shall have occurred and be continuing) or (if an Insurer Default shall have occurred and be continuing), the Controlling Party, or by the Holders of Notes representing at least evidencing not less than 25% of the Controlling SecuritiesOutstanding Amount thereof; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this IndentureIndenture or the Sale and Servicing Agreement, the Indenture Trustee may require indemnity reasonably satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any so proceeding; the reasonable expense of every such action. In no event examination shall be paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention RulesPerson making such request, nor shall it be liable to any Noteholderor, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to if paid by the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders reimbursed by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-factPerson making such request upon demand. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Securitized Asset Backed Receivables LLC)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely onand shall be fully protected in acting or refraining from acting on any resolution, and need not investigate certificate of auditors or any fact other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or matter stated in, any other paper or document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require and shall be entitled to receive an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee’s conduct Trustee does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel selected by it with due care with respect to legal, accounting, or legal matters relating to this Indenture Indenture, the Notes and the Notes or any related document Transaction Documents to which it is a party, shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor at the request request, order or direction of any of the Noteholders Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances expenses and liabilities which might may be incurred by ittherein or thereby; nothing contained herein shall, its agents and its counsel in compliance with such request or directionhowever, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by relieve the Indenture TrusteeTrustee of the obligation, its agents upon the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge (which has not been cured), to exercise such of the rights and its counsel powers vested in compliance with it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such request or direction shall be subject to the Issuing Entity and Administratorperson’s compensation and indemnification obligations pursuant to Section 6.07own affairs. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling SecuritiesMajority Noteholder; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event The reasonable expense of every such examination shall be paid by the Issuer or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of repaid by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectIssuer upon demand. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take give any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines bond or surety in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights respect of the non-directing Noteholders, execution of the Trust Fund created hereby or is contrary to applicable law or inconsistent with this Indenture or other Basic Documentsthe powers granted hereunder. (qj) The Indenture Trustee shall not be liable for any action have no liability in connection with the malfeasance or inaction of nonfeasance by the Issuing Entity, Issuer or the Master Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the . The Indenture Trustee shall have actual knowledge no liability in connection with compliance by the Issuer or received written notice the Master Servicer with statutory or regulatory requirements related to the contrary at Collateral or the Corporate Trust Office Estate. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Collateral or the Trust Estate or the validity or sufficiency of any assignment of the Collateral or the Trust Estate to the Indenture Trustee. (rk) Knowledge of In the event that the Indenture Trustee shall not be attributed is also acting as Paying Agent or imputed to Wilmington TrustRegistrar hereunder, National Association’s other roles in the transaction rights, protection, immunities and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or indemnities afforded to the Indenture Trustee (in either case, other than those where the roles are performed by the same group pursuant to this Article VI shall also be afforded to such Paying Agent or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa)Registrar.

Appears in 1 contract

Samples: Indenture (Household Mortgage Loan Trust 2003-Hc1)

Rights of Indenture Trustee. ‌ Subject to Section 9.01, (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely onrely, and need not investigate shall be fully protected in acting or refraining from acting in so relying, upon any fact document, instrument, opinion, direction, order, notice, certificate or matter stated in, any document (including any such document delivered in electronic format) reasonably request believed by it to be genuine and to have been signed or presented by the proper personPerson. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in the document, instrument, opinion, direction, order, notice, certificate or request. The Indenture Trustee shall not be bound to make any investigation into facts or matters stated in any resolutions, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, Note, or other evidence of indebtedness or other paper or document, but the Indenture Trustee, in its discretion, may make such document further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine in good faith to make such further inquiry or investigation, it shall be entitled upon reasonable notice during normal business hours to examine the books, records and may conclusively rely as to the truth premises of the statements and Issuer, personally or by agent or attorney at the accuracy sole cost of the information thereinIssuer (and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation). (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of CounselCounsel or both, and such Officer’s Certificate and/or Opinion of Counsel may constitute full and complete authorization and protection in respect of any action taken or omitted to be taken hereunder. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s Certificate or Opinion of Counsel. The Indenture Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel may constitute full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or act through its attorneys and agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any the misconduct or negligence on the part of, of any attorney or for the supervision of, any such agent, attorney, custodian or nominee agent appointed with due care by it hereundercare. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faithpowers conferred upon it by this Indenture. (e) The Indenture Trustee may consult with counselUnless otherwise specifically provided in this Indenture, accountantsany demand, and experts of its own selectionrequest, and direction or notice from the advice or opinion of counsel, accountants, or experts with respect to legal, accounting, or matters relating to this Indenture and the Notes or any related document Issuer shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered sufficient if signed by it hereunder in good faith and in accordance with an Authorized Officer of the advice or opinion of such counsel, accountant, or expertIssuer. (f) The None of the provisions of this Indenture shall require the Indenture Trustee shall be under no obligation to exercise expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee if an indemnity and/or security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by such risk or liability is not assured or provide to it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound deemed to make have notice or knowledge of any investigation into Default or Indenture Event of Default (other than the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing Events of Default pursuant to do so by the Holders of Notes representing at least 25% of the Controlling Securities; Section 8.01(a) hereof provided that if the payment within it is acting as Paying Agent hereunder) unless written notice of any event which is in fact such a reasonable time to Default or Indenture Event of Default is received by a Responsible Officer of the Indenture Trustee of at the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion Corporate Trust Office of the Indenture Trustee, not reasonably assured to and such notice references the existence of a Default or Indenture Trustee by Event of Default, the security afforded to it by Notes, the terms of Issuer and this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for punitive, special, indirect, or consequential loss or damage of any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, kind whatsoever (including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptionsbut not limited to, loss or malfunctions of utilities, communications or computer systems and services; it being understood that profit) irrespective of whether the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in has been advised of the banking industry to resume performance as soon as practicable under likelihood of such loss or damage and regardless of the circumstancesform of action. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably may request that the Issuing Entity, the Administrator, the Servicer and any other applicable party Issuer deliver a certificate (upon which the Indenture Trustee may conclusively rely) an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or Indenture, which Officers’ Certificate may be signed by any related document together with a specimen signature of person authorized to sign an Officers’ Certificate, including any Person specified as so authorized in any such authorized officers certificate previously delivered and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificatenot superseded. (pj) The Indenture Trustee shall not be required to take give any action it is directed to take under this bond or surety in respect of the performance of its powers and duties hereunder. (k) Any request or direction of the Issuer mentioned herein shall, at the Indenture if Trustee’s request, be sufficiently evidenced by an Issuer request or Issuer order. (l) The permissive right of the Indenture Trustee reasonably determines in good faith that to take the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with actions permitted by this Indenture shall not be construed as an obligation or other Basic Documentsduty to do so. (qm) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party have no duty (or agent thereofA) to this Indenture or see to any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).insurance or

Appears in 1 contract

Samples: Indenture

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel, which shall not be at the expense of the Indenture Trustee. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel. The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture or in any Operative Agreement shall not be construed as a duty and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts any Opinion of its own selection, and the advice or opinion of counsel, accountants, or experts Counsel with respect to legal, accounting, or legal matters relating to this Indenture Indenture, any Operative Agreement and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion any Opinion of Counsel of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the permissive rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture herein shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such actduties. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Indymac Abs Inc)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from actingacting in connection with any matter contemplated by this Indenture or other Basic Documents, it may require an Officer’s Officers' Certificate of the Issuing Entity Issuer or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s such Officers' Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute exercise any of the trusts or and powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the other Basic Documents and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Subject to clauses (a), (b), (c) and (g) of Section 6.01 hereof, the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor at the request or direction of any of the Noteholders Noteholder pursuant to this Indenture, unless such Noteholders Noteholder shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it the Indenture Trustee against the reasonable costs, expenses, disbursements, advances expenses and liabilities which might be incurred by it, its agents and its counsel it in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Signet Student Loan Trusts)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of from the Issuing Entity Issuer or an Opinion of CounselCounsel that such action or omission is required or permissible hereunder. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; providedPROVIDED, HOWEVER, that the Indenture Trustee’s 's conduct does not constitute willful wilful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (First Security Bank Na)

Rights of Indenture Trustee. (a) The Indenture TrusteeTrustee may rely and shall be protected in acting or refraining from acting in good faith upon any resolution, in the absence Officer's Certificate, opinion of bad faithcounsel, may conclusively rely oncertificate of auditors, and need not investigate or any fact other certificate, statement, instrument, report, notice, consent or matter stated in, any other document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an any such Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall not be under no obligation personally liable for any action taken, suffered or omitted by it in good faith and believed by it to exercise any of be authorized or within the discretion or rights or powers vested in conferred upon it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders it shall have offered to be proved that the Indenture Trustee security or indemnity reasonably satisfactory to it against was negligent in ascertaining the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07pertinent facts. (g) The Prior to the occurrence of an Event of Default hereunder, and after the curing or waiver of all Events of Default that may have occurred, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes Noteholders representing at least 25% a majority of the Controlling Securitiesaggregate Note Balance; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconductunder no obligation to exercise any of the trusts or powers vested in it by this Indenture or to institute, negligence conduct or bad faith defend any litigation hereunder or in relation hereto at the performance request, order or direction of such act. (i) The rightsany of the Noteholders, privileges, protections, immunities and benefits given pursuant to the Indenture Trusteeprovisions of this Indenture, including, without limitation, its right to be indemnified, are extended to, and unless the Noteholders shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide have offered to the Indenture Trustee upon its reasonable request from time to time such identifying information security or indemnity against the costs, expenses and documentation as liabilities which may be reasonably available for such party in order to enable incurred therein or thereby; nothing contained herein shall, however, relieve the Indenture Trustee to comply with such Applicable Law. (n) Each Holderof the obligation, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee occurrence of an Event of Default (which has not been cured or any other Personwaived), to exercise such of the rights and powers vested in it by this Indenture, and based on such documents to use the same degree of care and information skill in their exercise as it has deemed appropriate, made its own investment decision a prudent investor would exercise or use under the circumstances in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature conduct of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificateinvestor's own affairs. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (GMACM Mortgage Loan Trust 2004-Gh1)

Rights of Indenture Trustee. (a) The Indenture TrusteeTrustee may rely and shall be protected in acting or refraining from acting in good faith upon any resolution, in the absence Officer's Certificate, opinion of bad faithcounsel, may conclusively rely oncertificate of auditors, and need not investigate or any fact other certificate, statement, instrument, report, notice, consent or matter stated in, any other document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an any such Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall not be under no obligation personally liable for any action taken, suffered or omitted by it in good faith and believed by it to exercise any of be authorized or within the discretion or rights or powers vested in conferred upon it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this IndentureAgreement, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood proved that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices was negligent in ascertaining the banking industry to resume performance as soon as practicable under the circumstancespertinent facts. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Residential Asset Mortgage Products Inc)

Rights of Indenture Trustee. (a) The Indenture Trustee, Trustee may rely and shall be protected in the absence of bad faith, may conclusively rely on, and need not investigate any fact acting or matter stated in, refraining from acting upon any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. Except as expressly The Indenture Trustee need not investigate any fact or matter stated herein or in the other Basic Documents, the any document. The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any numerical information, report, certificate, information, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information therein.. KL2 3395391.6 (b) Before the Indenture Trustee acts takes any action or refrains from actingtaking any action under this Indenture or any other Transaction Document, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel, the costs of which (including the Indenture Trustee's reasonable and documented attorney's fees and expenses) shall be paid by the party requesting that the Indenture Trustee act or refrain from acting. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee shall not be personally liable for any action it takes or omits to take or any action or inaction it believes in good faith to be authorized or within its rights or powers other than as a result of gross negligence or willful misconduct. (d) The Indenture Trustee shall not be bound to make any investigation into the facts of matters stated in any reports, certificates, payment instructions, opinion, notice, order or other paper or document unless requested in writing by 25% or more of the Noteholders, and such Noteholders have provided to the Indenture Trustee indemnity satisfactory to it. (e) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, affiliates or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, of any such agent, attorney, custodian or nominee appointed by it hereunder with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) care. The Indenture Trustee may consult with counsel, accountants, accountants and other experts of its own selection, and the advice or opinion of counsel, accountants, or accountants and other experts with respect to legal, accounting, or legal and other matters relating to this Indenture and the Notes or any related document Transaction Document shall be full and complete authorization and protection from liability in with respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the such advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall not be required to give any bond or surety with respect to the execution of this Indenture or the powers granted hereunder. (g) The Indenture Trustee shall not be liable for any action or inaction of the Issuer, the Manager, the Servicer, the Backup Servicer, the Transition Manager, the Custodian, or any other party (or agent thereof) to this Indenture or any Transaction Document and may assume compliance by such parties with their obligations under this Indenture or any other Transaction Document, unless a Responsible Officer of the Indenture Trustee shall have received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (h) The Indenture Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor at the request request, order or direction of any of the Noteholders Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its against the costs, expenses and liabilities (including the reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right and documented fees and expenses of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not Trustee's counsel and agents) which may be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence incurred therein or bad faith in the performance of such actthereby. (i) The rights, privileges, protections, immunities and benefits given Indenture Trustee shall have no duty (i) to maintain or monitor any insurance or (ii) to see to the Indenture Trusteepayment or discharge of any tax, includingassessment, without limitation, its right to be indemnified, are extended or other governmental charge or any KL2 3395391.6 lien or encumbrance of any kind owing with respect to, and shall be enforceable byassessed or levied against, any part of the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a partyTrust Estate. (j) In no event shall Delivery of any reports, information and documents to the Indenture Trustee be responsible provided for herein or liable any other Transaction Document is for informational purposes only (unless otherwise expressly stated), and the Indenture Trustee's receipt of such or otherwise publicly available information shall not constitute actual or constructive knowledge or notice of any failure information contained therein or delay in determinable from information contained therein, including the performance Servicer's, the Manager's or the Issuer's compliance with any of its obligations representations, warranties or covenants hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts (as to which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required entitled to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trusteerely exclusively on Officer's Certificates). Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the The Indenture Trustee shall not have actual notice of any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer default or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, matter unless a Responsible Officer of the Indenture Trustee shall have receives actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trusteesuch default or other matter. (rk) The Indenture Trustee does not have any obligation to investigate any matter or exercise any powers vested under this Indenture unless requested in writing by 25% or more of the Noteholders, and such Noteholders have provided to the Indenture Trustee indemnity satisfactory to it. (l) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s 's other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar the Backup Servicer or the Transition Manager shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association Trust or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association Trust (and vice versa). (m) The right of the Indenture Trustee to perform any permissive or discretionary act enumerated in this Indenture or any related document shall not be construed as a duty. (n) None of the Indenture Trustee, the Transition Manager or the Backup Servicer shall have a duty to conduct any investigation as to an actual or alleged breach of any representation or warranty, the occurrence of any condition requiring the repurchase of any Loan by any Person pursuant to the Transaction Documents, or the eligibility of any Loan for purposes of the Transaction Documents. For the avoidance of doubt, none of the Indenture Trustee, the Transition Manager or the Backup Servicer shall be responsible for determining whether a breach of the representations or warranties made by Sunnova Intermediate Holdings, Sunnova ABS Holdings XIV or the Depositor relating to the eligibility criteria of the Loans has occurred or whether any such breach materially and adversely affects the value of such Loans or the interests therein of the Noteholders; provided, however, that upon actual knowledge or receiving notice of a breach of any of the representations and warranties relating to the eligibility criteria of the Loans by a Responsible Officer of the Indenture Trustee, the Transition Manager or the Backup Servicer, the Indenture Trustee, the Transition Manager or the Backup Servicer, as applicable, shall give prompt written notice thereof to Sunnova Intermediate Holdings, Sunnova ABS Holdings XIV or the Depositor. KL2 3395391.6 (o) The rights, benefits, protections, immunities and indemnities afforded to the Indenture Trustee hereunder shall extend to the Indenture Trustee (in any of its capacities) under any other Transaction Document or related agreement as though set forth therein in their entirety mutatis mutandis. (p) In no event shall the Indenture Trustee, the Backup Servicer or the Transition Manager have any obligation to oversee or any liability or responsibility to monitor compliance with or enforce compliance with U.S. Risk Retention Rules or other rules or regulations relating to risk retention. In no event shall that Indenture Trustee, the Backup Servicer of the Transition Manager be charged with knowledge of such rules or regulations, nor shall it be liable to any investor or other party for violation of such rules or regulations now or hereafter in effect.

Appears in 1 contract

Samples: Indenture (Sunnova Energy International Inc.)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an the Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, of the Master Servicer or any such other agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; providedPROVIDED, HOWEVER, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture Indenture, the Basic Documents, the Series Supplement, any Related Documents and the Notes and such advice or any related document opinion of counsel shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise institute, conduct or defend any litigation under this Indenture or the Series Supplement or in relation to this Indenture or the Series Supplement, at the request, order or direction of any of the Holders of Notes, pursuant to the provisions of this Indenture or the Series Supplement, unless such Holders of Notes shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; PROVIDED, HOWEVER, that the Indenture Trustee shall, upon the occurrence of an Event of Default (that has not been cured), exercise the rights or and powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor and the request or direction of any of Series Supplement with reasonable care and skill customary for the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the care and skill exercised by Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners Trustees under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07similar circumstances. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided PROVIDED, HOWEVER, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, Trustee not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Series Supplement or the Master Sale and Servicing Agreement, the Indenture Trustee may require indemnity reasonably satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any so proceeding; the reasonable expense of every such action. In no event examination shall be paid by the Person making such request, or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or shall be charged with knowledge of reimbursed by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee shall not be required to give any bond or surety in each respect of its capacities the execution of the Trust Estate created hereby or the powers granted hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall Anything in this Indenture or any Supplement hereto to the Indenture Trustee be responsible or liable for any failure or delay contrary notwithstanding, in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the failure to perform its duties hereunder if Indenture Trustee has been advised of the likelihood of such failure is a direct loss or proximate result damage and regardless of another party’s failure to perform its obligations hereunderthe form of action. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (pk) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liabilitydefault, would violate the rights Event of the non-directing Noteholders, Default or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, Master Servicer Termination Event unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trusteethereof. (rl) Knowledge The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Trust Account (including, without limitation, the Reserve Account and the Collection Account or any subaccount thereof) held by or on behalf of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of resulting from any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or investment loss on any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa)Eligible Investment included therein.

Appears in 1 contract

Samples: Indenture (Household Auto Receivables Corp)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, --------------------------- Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require and shall be entitled to receive an Officer’s Officers' Certificate of the Issuing Entity or Issuer and/or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s such Officers' Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does -------- ------- not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (SLM Funding Corp)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or Certificate, or, with respect to legal matters, an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, provided that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts performance of the Issuer or the Servicer under this Indenture or any other Transaction Document or into the matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approvalbond, bond note or other paper or document, unless requested but the Indenture Trustee, in writing its discretion, may make any further inquiry or investigation into those matters that it deems appropriate, and if the Indenture Trustee determines to do so by inquire further, it shall be entitled to examine the Holders of Notes representing at least 25% books, records and premises of the Controlling Securities; provided that if Issuer and the payment within a reasonable time Servicer, personally or by agent or attorney. (g) If the Indenture Trustee is also acting as Paying Agent or as Note Registrar, the rights and protections afforded to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured pursuant to the Indenture Trustee by the security Article shall also be afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectadditional capacities. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Capitalsource Inc)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, on and need not investigate any fact or matter stated in, shall be fully protected in acting in good faith upon any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or an Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any of such agent, attorney, custodian or nominee appointed by the Indenture Trustee with due care by it hereundercare. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee’s conduct Trustee does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, counsel or experts any Opinion of Counsel with respect to legal, accounting, or legal matters relating to this Indenture and or arising out of the Notes or any related document Operative Agreements shall be full and complete authorization and protection from liability in with respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. The Issuer shall be responsible for the reasonable costs and expenses of any such counsel. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Majority Controlling SecuritiesClass Noteholders; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity reasonably satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any such action. In no event The expense of every such investigation shall be paid by the Issuer or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of repaid by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectIssuer upon demand. (hg) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture Agreement shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (ph) The Indenture Trustee shall not be required to take give any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines bond or surety in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights respect of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documentsexecution of the powers granted hereunder. (qi) The Indenture Trustee shall not or its Affiliates are permitted to receive additional compensation that could be liable deemed to be in the Indenture Trustee’s economic self-interest for any action (i) serving as investment adviser, administrator, shareholder servicing agent, custodian or inaction sub-custodian with respect to certain of the Issuing EntityPermitted Investments, Servicer(ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. (j) In order to comply with its duties under the U.S. Patriot Act, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to obtain and verify certain information and documentation from the contrary at the Corporate Trust Office of the Indenture Trusteeother parties hereto, including, but not limited to, such party’s name, address, and other identifying information. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Saxon Asset Securities Trust 2004-2)

Rights of Indenture Trustee. (a) The Indenture TrusteeTrustee may rely and shall be protected in acting or refraining from acting in good faith upon any resolution, in the absence Officer's Certificate, opinion of bad faithcounsel, may conclusively rely oncertificate of auditors, and need not investigate or any fact other certificate, statement, instrument, report, notice, consent or matter stated in, any other document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an any such Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall not be under no obligation personally liable for any action taken, suffered or omitted by it in good faith and believed by it to exercise any of be authorized or within the discretion or rights or powers vested in conferred upon it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this IndentureAgreement, unless such Noteholders it shall have offered to be proved that the Indenture Trustee security or indemnity reasonably satisfactory to it against was negligent in ascertaining the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07pertinent facts. (g) The Prior to the occurrence of an Event of Default hereunder, and after the curing or waiver of all Events of Default that may have occurred, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes Noteholders representing at least 25% a majority of the Controlling Securitiesaggregate Voting Rights; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconductunder no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, negligence conduct or bad faith defend any litigation hereunder or in relation hereto at the performance request, order or direction of such act. (i) The rightsany of the Noteholders, privileges, protections, immunities and benefits given pursuant to the Indenture Trusteeprovisions of this Agreement, including, without limitation, its right to be indemnified, are extended to, and unless the Noteholders shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide have offered to the Indenture Trustee upon its reasonable request from time to time such identifying information security or indemnity against the costs, expenses and documentation as liabilities which may be reasonably available for such party in order to enable incurred therein or thereby; nothing contained herein shall, however, relieve the Indenture Trustee to comply with such Applicable Law. (n) Each Holderof the obligation, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee occurrence of an Event of Default (which has not been cured or any other Personwaived), to exercise such of the rights and powers vested in it by this Agreement, and based on such documents to use the same degree of care and information skill in their exercise as it has deemed appropriate, made its own investment decision a prudent investor would exercise or use under the circumstances in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature conduct of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificateinvestor's own affairs. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Residential Asset Mort Prod Inc Gmacm Home Eq L N Tr 04 He2)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an the Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, Chevy Chase Bank, F.S.B., or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's -------- ------- conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this the Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder under the Indenture or in relation hereto or to honor the request Indenture, at the request, order or direction of any of the Noteholders Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances expenses and liabilities which might that may be incurred by ittherein or thereby; provided, its agents however, that the Indenture Trustee shall, upon the occurrence of an -------- ------- Event of Default (that has not been cured), exercise the rights and its counsel powers vested in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred it by the Indenture Trustee, its agents with reasonable care and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07skill. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least Noteholders evidencing not less than 25% of the Controlling SecuritiesOutstanding Amount thereof; provided provided, however, that if the payment within a reasonable time to the -------- ------- Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of the Indenture or this IndentureAgreement, the Indenture Trustee may require reasonable indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any so proceeding; the reasonable expense of every such action. In no event examination shall be paid by the Person making such request, or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of reimbursed by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of losses on investments except for losses resulting from the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer failure of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of make an investment in accordance with instructions given in accordance hereunder. If the Indenture Trustee. (r) Knowledge of Trustee acts as the Note Paying Agent or Note Registrar, the rights and protections afforded to the Indenture Trustee shall not be attributed or imputed afforded to Wilmington Trust, National Association’s other roles in the transaction Note Paying Agent and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Sale and Servicing Agreement (Chevy Chase Bank FSB)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely onand shall be protected in acting upon or refraining from acting upon any resolution, and need not investigate any fact certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or matter stated in, any other paper or document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of CounselCounsel from the appropriate party. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of CounselCounsel from the appropriate party. The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture or in any Basic Document shall not be construed as a duty of the Indenture Trustee and the Indenture Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of such discretionary act. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, the Administrator, any co-trustee or separate trustee appointed in accordance with the provisions of Section 6.10 or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult consult, at the Issuer’s expense and paid in the priority set forth in Section 5.06(b) of the Sale and Servicing Agreement, with counsel, accountants, and experts of its own selection, and the written advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder under this Indenture or in relation hereto to this Indenture or to honor the request or direction of any of the Noteholders pursuant to this Indenture, Indenture unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which that might be incurred by it, its agents and its counsel in compliance with such request or direction; provided, except with respect to requestshowever, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by that the Indenture TrusteeTrustee shall, its agents upon the occurrence of an Event of Default (that has not been cured), exercise the rights and its counsel powers vested in compliance it by this Indenture with such request or direction shall be subject to the Issuing Entity reasonable care and Administrator’s compensation and indemnification obligations pursuant to Section 6.07skill. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders holders of Notes representing at least 25evidencing not less than 50% of the Controlling SecuritiesOutstanding Amount; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any so proceeding. The reasonable expense of each such action. In no event investigation shall be paid by the Person making such request, or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of reimbursed by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request. (i) In the event that the Indenture Trustee is also acting as Paying Agent, Note Registrar, Certificate Registrar, authenticating agent (under the Trust Agreement), Paying Agent (under the Trust Agreement) or collateral agent, the rights and protections afforded to the Indenture Trustee pursuant to this Article 6 shall be afforded to it in such capacities. (j) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take give any action it is directed bond or surety in respect of the powers granted hereunder. (l) Notwithstanding anything to take under this Indenture if the contrary herein, any and all email communications (both text and attachments) by or from the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liabilityits sole discretion deems to contain confidential, would violate proprietary, and/or sensitive information sent by electronic mail shall be encrypted. The recipient (the rights “Email Recipient”) of the nonencrypted email communication will be required to complete a one-directing Noteholders, time registration process. Information and assistance on registering or is contrary to applicable law using the email encryption technology can be found at Citibank’s Secure Email website at xxx.xxxxxxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or inconsistent with this Indenture or other Basic Documents. by calling (q000) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party 000-0000 (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of U.S.) or (000) 000-0000 at any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa)time.

Appears in 1 contract

Samples: Indenture (BMW Vehicle Owner Trust 2010-A)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, shall be fully protected in acting on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Officers' Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s the Officers' Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or agents, attorneys, a custodian or a nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunderit. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; providedPROVIDED, HOWEVER, that the Indenture Trustee’s 's conduct does not constitute willful wilful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall not be under no obligation required to exercise make any of the rights initial or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction periodic examination of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered files or records related to the Indenture Trustee security Receivables for the purpose of establishing the presence or indemnity reasonably satisfactory to it against absence of defects, the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, Issuer with its agents representations and its counsel in compliance with such request warranties or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07for any other purpose. (g) The In the event that the Indenture Trustee shall not be bound to make any investigation into is also acting as Paying Agent or Note Registrar hereunder, the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time rights and protections afforded to the Indenture Trustee of the costs, expenses or liabilities likely pursuant to this Article VI shall also be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against capacity as such cost, expense Paying Agent or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (CNH Receivables Inc)

Rights of Indenture Trustee. (a) The Indenture TrusteeTrustee may rely and shall be protected in acting or refraining from acting in good faith upon any resolution, in the absence Officer’s Certificate, opinion of bad faithcounsel, may conclusively rely oncertificate of auditors, and need not investigate or any fact other certificate, statement, instrument, report, notice, consent or matter stated in, any other document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an any such Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall not be under no obligation personally liable for any action taken, suffered or omitted by it in good faith and believed by it to exercise any of be authorized or within the discretion or rights or powers vested in conferred upon it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders it shall have offered to be proved that the Indenture Trustee security or indemnity reasonably satisfactory to it against was negligent in ascertaining the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07pertinent facts. (g) The Prior to the occurrence of an Event of Default hereunder, and after the curing or waiver of all Events of Default that may have occurred, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes Enhancer or the Noteholders representing at least 25% a majority of the Controlling Securitiesaggregate Note Balance; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconductunder no obligation to exercise any of the trusts or powers vested in it by this Indenture or to institute, negligence conduct or bad faith defend any litigation hereunder or in relation hereto at the performance request, order or direction of such act. (i) The rightsany of the Enhancer or the Noteholders, privileges, protections, immunities and benefits given pursuant to the Indenture Trusteeprovisions of this Indenture, including, without limitation, its right to be indemnified, are extended to, and unless the Enhancer or the Noteholders shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide have offered to the Indenture Trustee upon its reasonable request from time to time such identifying information security or indemnity against the costs, expenses and documentation as liabilities which may be reasonably available for such party in order to enable incurred therein or thereby; nothing contained herein shall, however, relieve the Indenture Trustee to comply with such Applicable Law. (n) Each Holderof the obligation, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee occurrence of an Event of Default (which has not been cured or any other Personwaived), to exercise such of the rights and powers vested in it by this Indenture, and based on such documents to use the same degree of care and information skill in their exercise as it has deemed appropriate, made its own investment decision a prudent investor would exercise or use under the circumstances in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature conduct of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificateinvestor’s own affairs. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Gmacm Home Equity Loan Trust 2005-He1)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, on and need not investigate any fact or matter stated in, shall be fully protected in acting in good faith upon any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or an Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any of such agent, attorney, custodian or nominee appointed by the Indenture Trustee with due care by it hereundercare. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee’s conduct Trustee does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, counsel or experts any Opinion of Counsel with respect to legal, accounting, or legal matters relating to this Indenture and or arising out of the Notes or any related document Operative Agreements shall be full and complete authorization and protection from liability in with respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. The Issuer shall be responsible for the reasonable costs and expenses of any such counsel. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Majority Controlling SecuritiesClass Noteholders; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity reasonably satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any such action. In no event The expense of every such investigation shall be paid by the Issuer or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of repaid by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectIssuer upon demand. (hg) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture Agreement shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (ph) The Indenture Trustee shall not be required to take give any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines bond or surety in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights respect of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documentsexecution of the powers granted hereunder. (qi) The Indenture Trustee shall not or its Affiliates are permitted to receive additional compensation that could be liable deemed to be in the Indenture Trustee’s economic self-interest for any action (i) serving as investment adviser, administrator, shareholder servicing agent, custodian or inaction sub-custodian with respect to certain of the Issuing EntityPermitted Investments, Servicer(ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. (j) In order to comply with its duties under the U.S.A. Patriot Act, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to obtain and verify certain information and documentation from the contrary at the Corporate Trust Office of the Indenture Trusteeother parties hereto, including, but not limited to, such party’s name, address, and other identifying information. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Saxon Asset Securities Trust 2005-1)

Rights of Indenture Trustee. (a) The Except as provided by the second succeeding sentence, the Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely onand shall be protected in acting upon or refraining from acting upon any resolution, and need not investigate any fact certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or matter stated in, any other paper or document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any such document and may conclusively rely provision of this Indenture, shall examine them to determine whether they comply as to form to the truth requirements of the statements and the accuracy of the information thereinthis Indenture. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity (with respect to factual matters) or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, the Administrator, any co-trustee or separate trustee appointed in accordance with the provisions of Section 6.10 or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice of such counsel or opinion any Opinion of counsel, accountants, or experts Counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder under this Indenture or in relation hereto to this Indenture or to honor the request or direction of any of the Noteholders pursuant to this Indenture, Indenture unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which that might be incurred by it, its agents and its counsel in compliance with such request or direction; provided, except with respect to requestshowever, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by that the Indenture TrusteeTrustee shall, its agents upon the occurrence of an Event of Default (that has not been cured), exercise the rights and its counsel powers vested in compliance it by this Indenture with such request or direction shall be subject to the Issuing Entity reasonable care and Administrator’s compensation and indemnification obligations pursuant to Section 6.07skill. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders holders of Notes representing at least 25evidencing not less than 50% of the Controlling SecuritiesOutstanding Amount; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any so proceeding. The reasonable expense of each such action. In no event investigation shall be paid by the Person making such request, or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of reimbursed by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request. (i) In the event that the Indenture Trustee is also acting as Paying Agent (under this Agreement and the Trust Agreement), Note Registrar or Certificate Registrar, the rights and protections afforded the Indenture Trustee pursuant to this Article Six shall be afforded to such Paying Agent, Note Registrar or Certificate Registrar. (j) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take give any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines bond or surety in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights respect of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documentspowers granted hereunder. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (BMW Auto Leasing LLC)

Rights of Indenture Trustee. (a) The Except as provided by the second succeeding sentence, the Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely onand shall be protected in acting upon or refraining from acting upon any resolution, and need not investigate any fact certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or matter stated in, any other paper or document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any such document and may conclusively rely provision of this Indenture, shall examine them to determine whether they comply as to form to the truth requirements of the statements and the accuracy of the information thereinthis Indenture. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity (with respect to factual matters) or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s 's Certificate or Opinion of Counsel.. Indenture (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, the Administrative Agent, any co-trustee or separate trustee appointed in accordance with the provisions of Section 6.10 or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee will be liable for any loss, liability or expense incurred by it through its own willful misconduct, negligence or bad faith, except that the Indenture Trustee shall not be liable for (i) any error of judgment made by it in good faith, unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts, (ii) any action it takes or omits to take in good faith which in accordance with a direction received by it believes to be authorized or within its rights or powers; provided, that from the Noteholders in accordance with the terms of the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith(iii) interest on any money received by it except as the Indenture Trustee and the Issuer may agree in writing. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice of such counsel or opinion any Opinion of counsel, accountants, or experts Counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder under this Indenture or in relation hereto to this Indenture or to honor the request or direction of any of the Noteholders pursuant to this Indenture, Indenture unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which that might be incurred by it, its agents and its counsel in compliance with such request or direction; provided, except with respect to requestshowever, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by that the Indenture TrusteeTrustee shall, its agents upon the occurrence of an Indenture Default (that has not been cured), exercise the rights and its counsel powers vested in compliance it by this Indenture with such request or direction shall be subject to the Issuing Entity reasonable care and Administrator’s compensation and indemnification obligations pursuant to Section 6.07skill. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders holders of Notes representing at least evidencing not less than 25% of the Controlling SecuritiesOutstanding Amount voting together as a single class; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any so proceeding. The reasonable expense of each such action. In no event investigation shall be paid by the Person making such request, or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of reimbursed by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) The right Any request or direction of the Indenture Trustee to perform any discretionary act enumerated in this Indenture Issuer mentioned herein shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act.sufficiently evidenced by an Issuer Request. Indenture (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereundershall, and each agentfor so long as any Notes are outstanding, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on exercise all of the then current certificate until receipt rights and powers of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take Beneficiary under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Nissan Auto Lease Trust 2004-A)

Rights of Indenture Trustee. (a) The Except as provided by the second succeeding sentence, the Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely onand shall be protected in acting upon or refraining from acting upon any resolution, and need not investigate any fact certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or matter stated in, any other paper or document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any such document and may conclusively rely provision of this Indenture, shall examine them to determine whether they comply as to form to the truth requirements of the statements and the accuracy of the information thereinthis Indenture. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity (with respect to factual matters) or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, the Administrative Agent, any co-trustee or separate trustee appointed in accordance with the provisions of Section 6.10 or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee will be liable for any loss, liability or expense incurred by it through its own willful misconduct, negligence or bad faith, except that the Indenture Trustee shall not be liable for (i) any error of judgment made by it in good faith, unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts, (ii) any action it takes or omits to take in good faith which in accordance with a direction received by it believes to be authorized or within its rights or powers; provided, that from the Noteholders in accordance with the terms of the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith(iii) interest on any money received by it except as the Indenture Trustee and the Issuer may agree in writing. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice of such counsel or opinion any Opinion of counsel, accountants, or experts Counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder under this Indenture or in relation hereto to this Indenture or to honor the request or direction of any of the Noteholders pursuant to this Indenture, Indenture unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which that might be incurred by it, its agents and its counsel in compliance with such request or direction; provided, except with respect to requestshowever, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by that the Indenture TrusteeTrustee shall, its agents Indenture 31 upon the occurrence of an Indenture Default (that has not been cured), exercise the rights and its counsel powers vested in compliance it by this Indenture with such request or direction shall be subject to the Issuing Entity reasonable care and Administrator’s compensation and indemnification obligations pursuant to Section 6.07skill. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders holders of Notes representing at least evidencing not less than 25% of the Controlling SecuritiesOutstanding Amount voting together as a single class; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any so proceeding. The reasonable expense of each such action. In no event investigation shall be paid by the Person making such request, or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of reimbursed by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) The right Any request or direction of the Indenture Trustee to perform any discretionary act enumerated in this Indenture Issuer mentioned herein shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such actsufficiently evidenced by an Issuer Request. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereundershall, and each agentfor so long as any Notes are outstanding, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on exercise all of the then current certificate until receipt rights and powers of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take Beneficiary under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Nissan Auto Leasing LLC Ii)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in the document. Without limiting the generality of the foregoing, the following provisions of this Section 6.02 shall apply notwithstanding any such document and may conclusively rely as provision of this Indenture or any other Transaction Document to the truth of the statements and the accuracy of the information thereincontrary. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate require, at the expense of the Issuing Entity Issuer, an Officers’ Certificate or an Opinion of CounselCounsel or both. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s any Officers’ Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or act through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any the misconduct or negligence on the part of, or for the supervision of, of any such agent, attorney, custodian or nominee agent appointed with due care by it hereundercare. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence misconduct or bad faithgross negligence. (e) The Indenture Trustee may may, at the expense of Issuer, consult with counsel, accountants, and experts counsel of its own selection, selection and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and Indenture, the Notes Notes, or any related document other Transaction Documents or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, counsel or expertOpinion of Counsel. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond bond, debenture, note or other paper or document, document unless requested in writing to do so by the Holders of Notes representing at least 25% Required Holders, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Controlling Securities; provided that if Issuer, personally or by agent or attorney, at the payment within a reasonable time expense of the Issuer and shall incur no liability of any kind by reason of such inquiry or investigation. (g) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or any other Transaction Document at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Indenture Trustee of the costs, expenses security or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment sole discretion against such costthe costs, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s expenses and liabilities which might be incurred by it in compliance with such request or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectdirection. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, including its right to be indemnifiedcompensated, reimbursed and indemnified as provided in Section 6.06, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder hereunder. (i) The Indenture Trustee shall not be liable for any action taken or omitted by it in good faith at the direction of the Required Holders or the Holders of a majority in principal amount of the Notes, including, without limitation, any action with respect to the time, method and in each document place of conducting any proceedings for any remedy available to which it is a partythe Indenture Trustee or the exercising of any power conferred by this Indenture or any other Transaction Document. (j) Any action taken, or omitted to be taken, by the Indenture Trustee in good faith pursuant to this Indenture or any other Transaction Document upon the request or authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the Holder of any Note shall be conclusive and binding upon future Holders of Notes and upon Notes executed and delivered in exchange therefor or in place thereof. (k) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, any force majeure event, or strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems (software and hardware) services; it being understood that the Indenture Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no the event shall the signature of the Indenture Trustee is required in connection with any sale of any portion of the Collateral, the Issuer, or if during or after an Event of Default, the Holders, shall ensure that the language set forth in Exhibit C shall be liable for included in any document where such signature(s) may be required. The failure of such language to be so included shall excuse the failure Indenture Trustee from being required to perform its duties hereunder if join in the execution of such failure is a direct or proximate documents, without regard to any consequences that may result of another party’s failure to perform its obligations hereundertherefrom. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each Any request or direction of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may Issuer mentioned herein shall be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Lawsufficiently evidenced by an Issuer Order. (n) Each Holder, by its acceptance of As a Note hereunder, represents that it has, independently and without reliance upon condition to the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking omitting of any action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee it hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder may at the expense of the Issuer consult with any other information concerning counsel and the Issuing Entity, the Servicer advice of such counsel or any other parties to any related documents which may come into the possession opinion of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee counsel shall be entitled to conclusively rely on the then current certificate until receipt full and complete authorization and protection in respect of a superseding certificate. (p) any action taken or omitted by it hereunder in good faith and in reliance thereon. The Indenture Trustee shall not be required to take any action hereunder or otherwise if it shall have reasonably determined, on the advice of counsel, that such action is directed likely to take under this Indenture if result in liability on the part of the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, for which it has not received adequate indemnity or is contrary to applicable law the terms hereof or inconsistent with is otherwise contrary to law. (o) Whenever this Indenture or any other Basic DocumentsTransaction Document provides that an action may be taken or not taken at the option, election or in the discretion of the Indenture Trustee, the Indenture Trustee shall have no obligation or duty to exercise such option, make such election, or exercise such discretion except upon the reasonable written instructions of the Issuer or the Required Holders. The Indenture Trustee shall have no liability to any party for carrying out any such direction. (p) The permissive rights of the Indenture Trustee to take or refrain from taking any action enumerated in this Indenture or any other Transaction Document shall not be treated as a duty. (q) Notwithstanding anything contained herein or in any other Transaction Document to the contrary, the Indenture Trustee (as such and in its individual capacity) shall have no duty or responsibility to perform any calculations for, or make any determinations as to the amounts, times, recipients, or other particulars of, any payments and/or transfers to be made by the Indenture Trustee or any other Person under this Indenture or any other Transaction Document, except as expressly required by the terms of this Indenture. (r) The Indenture Trustee shall not be liable responsible for or in respect of and makes no representation as to the validity or sufficiency of any action provision of this Indenture or inaction for the due execution hereof by the Issuer or for the form, character, genuineness, sufficiency, value or validity of any of the Issuing EntityCollateral, Servicerand the Indenture Trustee shall in no event assume or incur any liability, Depositorduty or obligation to the Issuer, to any Holders, or to any other Person other than as expressly provided for herein. (s) The Indenture Trustee shall not be required to give any bond or surety in respect of the execution of this Indenture or any other party Transaction Document or otherwise. (t) Whether or agent not therein expressly so provided, every provision of this Indenture or any other Transaction Document (including, without limitation, the Pledge Agreement and the Irish Share Charge) relating to the conduct, rights, powers, duties obligations or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 6.02. (u) The Issuer hereby agrees and, as evidenced by its acceptance of any benefits hereunder, each Holder agrees that the Indenture Trustee in any capacity has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial, investment or insurance implications and consequences of the preservation, funding, ongoing administration or otherwise with respect to the Collateral. By accepting delivery of a Note or any portion thereof, each of the Holders will be deemed to have acknowledged that it has conducted its own thorough investigation and exercised its own due diligence before considering an investment in the Notes, and acknowledged that the decision to purchase a Note or any portion thereof is its own and that it has not and will not rely on the Indenture Trustee for such purpose. The Indenture Trustee assumes no responsibility whatsoever as to the advisability of purchasing the Notes or any portion thereof. (v) The Indenture Trustee shall be under no obligation to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture or any related document and may assume compliance by such parties with their obligations under other Transaction Document, at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture or any related agreementsother Transaction Document, unless such Holders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby. (w) If the Indenture Trustee believes inconsistent alternative courses of action are permitted or required by the terms of this Indenture or any of the Transaction Documents, to which the Indenture Trustee is a Responsible Officer party, believes that the terms of the Indenture or any of the Transaction Documents, to which the Indenture Trustee is a party are ambiguous, or is unsure as to the application, intent, interpretation or meaning of any provision of this Indenture or any other Transaction Document to which it is a party, the Indenture Trustee after reasonable diligence and consultation with counsel, shall take such action which, in its view, is in the best interest of the Holders and consistent with this Indenture unless it otherwise receives written direction from the Required Holders prior to such action, and notwithstanding any provision of this Indenture or any Transaction Document, or otherwise, the Indenture Trustee shall have actual knowledge no liability to any Person for any such action or received written notice to the contrary at the Corporate Trust Office of the Indenture Trusteefollowing such direction. (rx) Knowledge of The receipt by the Indenture Trustee of any reports, information or other documents that are provided to the Indenture Trustee for purposes of enabling the sending party to comply with its document delivery requirements hereunder shall not be attributed constitute constructive or imputed actual notice of any information contained therein or determinable from any information contained therein, including any other Person’s compliance with any of its covenants, representations or warranties hereunder, unless otherwise specifically set forth in this Indenture. (y) The parties hereto hereby agree that to the extent that any security or instrument issued by the Issuer is rated by a nationally recognized statistical rating organization, Wilmington Trust, National Association’s other roles , whether in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the its capacity as Indenture Trustee or any other capacity hereunder, shall have no duty or obligation to (in either case, other than those where i) maintain any password-protected web site within the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officersmeaning of 17 CFR 240.17g-5 (a “Site”), or (ii) upload any affiliate, line information required to be maintained on such Site. (z) The Indenture Trustee assumes no responsibility for the performance of businessany obligations of the Issuer or any other Person, or for the enforceability of the Transaction Documents, the Notes, or any other division instruments or other documents executed or delivered in connection herewith (or the suitability or advisability thereof for any particular purpose). The Indenture Trustee may assume performance by all such Persons of Wilmington Trust, National Association (and vice versa)their obligations under the Transaction Documents absent written notice or actual knowledge of a Trust Officer to the contrary.

Appears in 1 contract

Samples: Indenture (Emergent Capital, Inc.)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely onand shall be protected in acting upon or refraining from acting upon any resolution, and need not investigate any fact certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or matter stated in, any other paper or document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity (with respect to factual matters) or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, the Administrator, any co-trustee or separate trustee appointed in accordance with the provisions of Section 6.10 or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice of such counsel or opinion any Opinion of counsel, accountants, or experts Counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder under this Indenture or in relation hereto to this Indenture or to honor the request or direction of any of the Noteholders pursuant to this Indenture, Indenture unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it the Indenture Trustee against the reasonable costs, expenses, disbursements, advances and liabilities which that might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders holders of Notes representing at least 25% evidencing not less than a majority of the Controlling SecuritiesOutstanding Note Amount; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any so proceeding. The reasonable expense of each such action. In no event investigation shall be paid by the Person making such request, or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of reimbursed by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) The right Any request or direction of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and Issuer mentioned herein shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a partysufficiently evidenced by an Issuer Request. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Volkswagen Public Auto Loan Securitization LLC)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of from the Issuing Entity Issuer or an Opinion of CounselCounsel that such action or omission is required or permissible hereunder. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an such Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s 's conduct does -------- ------- not constitute willful wilful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa).

Appears in 1 contract

Samples: Indenture (Navistar Financial Retail Receivables Corporation)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on the face value of any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of CounselCounsel from the appropriate party. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s 's Certificate or Opinion of CounselCounsel from the appropriate party. The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture or in any Basic Document shall not be construed as a duty of the Indenture Trustee and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such discretionary act. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s 's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult consult, at the Issuer's expense and paid in the priority set forth in Section 5.06(b) of the Sale and Servicing Agreement, with counsel, accountants, and experts of its own selection, and the written advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The In the event that the Indenture Trustee shall be under no obligation to exercise any of is also acting as Paying Agent, Note Registrar or collateral agent, the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered and protections afforded to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee Article 6 shall be entitled afforded to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa)collateral agent.

Appears in 1 contract

Samples: Indenture (SSB Vehicle Securities Inc)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate shall be fully protected in acting or refraining from acting upon any fact paper or matter stated in, any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s 's Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s 's Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee and its officers, directors, employees, representatives and agents shall not be liable for any action it takes such persons take or omits omit to take in good faith which it believes such persons believe to be authorized or within its their rights or powers; provided, that the Indenture Trustee’s such person's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such cost, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) The right of the Indenture Trustee to perform any discretionary act enumerated Notwithstanding anything in this Indenture shall not be construed as a dutyto the contrary, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence charged with knowledge of any Default or bad faith in the performance Event of Default unless a Responsible Officer knows of such actevent. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (lg) In no event shall the Indenture Trustee be liable for any indirect, consequential, punitive or special damages, regardless of the failure to perform its duties hereunder if form of action and whether or not any such failure is a direct damages were foreseeable or proximate result of another party’s failure to perform its obligations hereunder.contemplated. Indenture (mh) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon no event shall the Indenture Trustee or any other Personagent of the Indenture Trustee be obligated or responsible for preparing, and based on such documents and information as it has deemed appropriateexecuting, made its own investment decision filing or delivering in respect of the Notes. Each Holder also represents that it willIssuer or on behalf of another person, independently either: (i) (a) any report or filing required or permitted by the Securities and without reliance upon Exchange Commission to be prepared, executed, filed or delivered by or in respect of the Indenture Trustee Issuer or another person, or (b) any other Person, and based on certification in respect of any such documents and information as it shall deem appropriate report or filing; or (ii) any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the time, continue perfection of any security interest or lien granted to make its own decisions in taking the Issuer or not taking action otherwise under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (qi) The Indenture Trustee shall not or its Affiliates are permitted to receive additional compensation that could be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) deemed to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of be in the Indenture Trustee. 's economic self-interest for (ri) Knowledge serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles Eligible Investments (as such term is defined in the transaction Sale and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible OfficersServicing Agreement), or any affiliate, line of business, or other division of Wilmington Trust, National Association (ii) using Affiliates to effect transactions in certain Eligible Investments and vice versa)(iii) effecting transactions in certain Eligible Investments.

Appears in 1 contract

Samples: Indenture (Daimlerchrysler Auto Trust 2005-A)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, on and need not investigate any fact or matter stated in, shall be fully protected in acting in good faith upon any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or an Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any of such agent, attorney, custodian or nominee appointed by the Indenture Trustee with due care by it hereundercare. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee’s conduct Trustee does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel, accountants, counsel or experts any Opinion of Counsel with respect to legal, accounting, or legal matters relating to this Indenture and or arising out of the Notes or any related document Operative Agreements shall be full and complete authorization and protection from liability in with respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. The Issuer shall be responsible for the reasonable costs and expenses of any such counsel. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes representing at least 25% of the Majority Controlling SecuritiesClass Noteholders; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity reasonably satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any such action. In no event The expense of every such investigation shall be paid by the Issuer or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of repaid by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectIssuer upon demand. (hg) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture Agreement shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith willful misconduct in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (ph) The Indenture Trustee shall not be required to take give any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines bond or surety in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights respect of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documentsexecution of the powers granted hereunder. (qi) The Indenture Trustee shall not or its Affiliates are permitted to receive additional compensation that could be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) deemed to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of be in the Indenture Trustee. ’s economic self-interest for (ri) Knowledge serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the Indenture Trustee shall not be attributed or imputed Permitted Investments, (ii) using Affiliates to Wilmington Trust, National Association’s other roles effect transactions in the transaction certain Permitted Investments and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (iii) effecting transactions in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa)certain Permitted Investments.

Appears in 1 contract

Samples: Indenture (Saxon Asset Securities Co)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information thereindocument. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuing Entity (with respect to factual matters) or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an the Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powerspowers and shall not be liable to the Noteholders for any action taken or omitted by it at the direction of the Issuer, the Servicer and/or the Noteholders under the circumstances in which such direction is required or permitted by the terms of this Indenture or the Transfer and Servicing Agreement; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion Opinion of counsel, accountants, or experts Counsel with respect to legal, accounting, or legal matters relating to this Indenture and the Notes or any related document shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder under this Indenture or in relation hereto or to honor this Indenture, at the request request, order or direction of any of the Noteholders Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances expenses and liabilities which might that may be incurred by ittherein or thereby; provided, its agents and its counsel in compliance with such request or directionhowever, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by that the Indenture TrusteeTrustee shall, its agents upon the occurrence of an Event of Default (that has not been cured), exercise the rights and its counsel powers vested in compliance it by this Indenture in a manner consistent with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.076.01. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless so requested in writing to do so by the Holders of Notes representing at least Noteholders evidencing not less than 25% of the Controlling SecuritiesOutstanding Amount of the Notes; provided provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this IndentureIndenture or the Transfer and Servicing Agreement, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment it against such cost, expense or liability as a condition to taking any so proceeding; the reasonable expense of every such action. In no event examination shall be paid by the Person making such request, or, if paid by the Indenture Trustee have any responsibility to monitor World Omni’s compliance with or Trustee, shall be charged with knowledge of reimbursed by the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) The right Indenture Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (i) The Indenture Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Issuer. (j) The permissive rights of the Indenture Trustee to perform any discretionary act do things enumerated in this Indenture shall not be construed as a duty, duty and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstanceswillful default. (k) In no event shall the Trustee be personally liable Except for (i) for special, consequential, indirect a default under subsections 5.01(a) or punitive damages (including lost profits), b) hereof or (ii) for any other event of which a Responsible Officer of the acts Indenture Trustee has “actual knowledge” and which event, with the giving of notice or omissions the passage of its nomineestime or both, correspondentswould constitute an Event of Default under this Indenture, clearing agencies the Indenture Trustee shall not be deemed to have notice of any Event of Default or securities depositories and (iii) for Servicer Default unless specifically notified in writing of such event by the acts Issuer or omissions any Noteholder; as used herein, the term “actual knowledge” means the actual fact or statement of brokers or dealersknowing, by a Responsible Officer without any duty to make any investigation with regard thereto. (l) In the event that the Indenture Trustee is also acting as Paying Agent or Transfer Agent and Registrar hereunder, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall also be afforded to such Paying Agent or Transfer Agent or Registrar. (m) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct selection of Eligible Investments or proximate result of another party’s failure to perform its obligations hereunder. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trusteefor investment losses incurred thereon. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines have no liability in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights respect of losses incurred as a result of the non-liquidation of any such investment prior to its stated maturity or the failure of the party directing Noteholders, or is contrary such investment to applicable law or inconsistent with this Indenture or other Basic Documents. (q) provide timely written investment direction. The Indenture Trustee shall not be liable for have no obligation to invest or reinvest any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles amounts held hereunder in the transaction and knowledge absence of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa)such written investment direction.

Appears in 1 contract

Samples: Indenture (American Capital Strategies LTD)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in the document. Without limiting the generality of the foregoing, the following provisions of this Section 6.02 shall apply notwithstanding any such document and may conclusively rely as provision of this Indenture or any other Transaction Document to the truth of the statements and the accuracy of the information thereincontrary. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate require, at the expense of the Issuing Entity Issuer, an Officers’ Certificate or an Opinion of CounselCounsel or both. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s any Officers’ Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or act through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any the misconduct or negligence on the part of, or for the supervision of, of any such agent, attorney, custodian or nominee agent appointed with due care by it hereundercare. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence misconduct or bad faithgross negligence. (e) The Indenture Trustee may may, at the expense of Issuer, consult with counsel, accountants, and experts counsel of its own selection, selection and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and Indenture, the Notes Notes, or any related document other Transaction Documents or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, counsel or expertOpinion of Counsel. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond bond, debenture, note or other paper or document, document unless requested in writing to do so by the Holders of Notes representing at least 25% Required Holders, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Controlling Securities; provided that if Issuer, personally or by agent or attorney, at the payment within a reasonable time expense of the Issuer and shall incur no liability of any kind by reason of such inquiry or investigation. (g) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or any other Transaction Document at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Indenture Trustee of the costs, expenses security or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment sole discretion against such costthe costs, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s expenses and liabilities which might be incurred by it in compliance with such request or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectdirection. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, including its right to be indemnifiedcompensated, reimbursed and indemnified as provided in Section 6.06, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder hereunder. (i) The Indenture Trustee shall not be liable for any action taken or omitted by it in good faith at the direction of the Required Holders or the Holders of a majority in principal amount of the Notes, including, without limitation, any action with respect to the time, method and in each document place of conducting any proceedings for any remedy available to which it is a partythe Indenture Trustee or the exercising of any power conferred by this Indenture or any other Transaction Document. (j) Any action taken, or omitted to be taken, by the Indenture Trustee in good faith pursuant to this Indenture or any other Transaction Document upon the request or authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the Holder of any Note shall be conclusive and binding upon future Holders of Notes and upon Notes executed and delivered in exchange therefor or in place thereof. (k) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, any force majeure event, or strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems (software and hardware) services; it being understood that the Indenture Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no the event shall the signature of the Indenture Trustee is required in connection with any sale of any portion of the Collateral, the Issuer, or if during or after an Event of Default, the Holders, shall ensure that the language set forth in Exhibit C shall be liable for included in any document where such signature(s) may be required. The failure of such language to be so included shall excuse the failure Indenture Trustee from being required to perform its duties hereunder if join in the execution of such failure is a direct or proximate documents, without regard to any consequences that may result of another party’s failure to perform its obligations hereundertherefrom. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each Any request or direction of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may Issuer mentioned herein shall be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Lawsufficiently evidenced by an Issuer Order. (n) Each Holder, by its acceptance of As a Note hereunder, represents that it has, independently and without reliance upon condition to the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking omitting of any action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee it hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder may at the expense of the Issuer consult with any other information concerning counsel and the Issuing Entity, the Servicer advice of such counsel or any other parties to any related documents which may come into the possession opinion of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee counsel shall be entitled to conclusively rely on the then current certificate until receipt full and complete authorization and protection in respect of a superseding certificate. (p) any action taken or omitted by it hereunder in good faith and in reliance thereon. The Indenture Trustee shall not be required to take any action hereunder or otherwise if it shall have reasonably determined, on the advice of counsel, that such action is directed likely to take under this Indenture if result in liability on the part of the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, for which it has not received adequate indemnity or is contrary to applicable law the terms hereof or inconsistent with is otherwise contrary to law. (o) Whenever this Indenture or any other Basic DocumentsTransaction Document provides that an action may be taken or not taken at the option, election or in the discretion of the Indenture Trustee, the Indenture Trustee shall have no obligation or duty to exercise such option, make such election, or exercise such discretion except upon the reasonable written instructions of the Issuer or the Required Holders. The Indenture Trustee shall have no liability to any party for carrying out any such direction. (p) The permissive rights of the Indenture Trustee to take or refrain from taking any action enumerated in this Indenture or any other Transaction Document shall not be treated as a duty. (q) Notwithstanding anything contained herein or in any other Transaction Document to the contrary, the Indenture Trustee (as such and in its individual capacity) shall have no duty or responsibility to perform any calculations for, or make any determinations as to the amounts, times, recipients, or other particulars of, any payments and/or transfers to be made by the Indenture Trustee or any other Person under this Indenture or any other Transaction Document, except as expressly required by the terms of this Indenture. (r) The Indenture Trustee shall not be liable responsible for or in respect of and makes no representation as to the validity or sufficiency of any action provision of this Indenture or inaction of for the Issuing Entity, Servicer, Depositor, due execution hereof by the Issuer or any other party Obligor or for the form, character, genuineness, sufficiency, value or validity of any of the Collateral, and the Indenture Trustee shall in no event assume or incur any liability, duty or obligation to the Issuer, to any Holders, or to any other Person other than as expressly provided for herein. (s) The Indenture Trustee shall not be required to give any bond or agent thereofsurety in respect of the execution of this Indenture or any other Transaction Document or otherwise. (t) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct, rights, powers, duties obligations or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 6.02. (u) The Issuer hereby agrees and, as evidenced by its acceptance of any benefits hereunder, each Holder agrees that the Indenture Trustee in any capacity has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial, investment or insurance implications and consequences of the preservation, funding, ongoing administration or otherwise with respect to the Collateral. (v) The Indenture Trustee shall be under no obligation to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture or any related document and may assume compliance by such parties with their obligations under other Transaction Document, at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture or any related agreementsother Transaction Document, unless such Holders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby. (w) If the Indenture Trustee believes inconsistent alternative courses of action are permitted or required by the terms of this Indenture or any of the Transaction Documents, to which the Indenture Trustee is a Responsible Officer party, believes that the terms of the Indenture or any of the Transaction Documents, to which the Indenture Trustee is a party are ambiguous, or is unsure as to the application, intent, interpretation or meaning of any provision of this Indenture or any other Transaction Document to which it is a party, the Indenture Trustee after reasonable diligence and consultation with counsel, shall take such action which, in its view, is in the best interest of the Holders and consistent with this Indenture unless it otherwise receives written direction from the Required Holders prior to such action, and notwithstanding any provision of this Indenture or any Transaction Document, or otherwise, the Indenture Trustee shall have actual knowledge no liability to any Person for any such action or received written notice to the contrary at the Corporate Trust Office of the Indenture Trusteefollowing such direction. (rx) Knowledge of The receipt by the Indenture Trustee of any reports, information or other documents that are provided to the Indenture Trustee for purposes of enabling the sending party to comply with its document delivery requirements hereunder shall not be attributed constitute constructive or imputed actual notice of any information contained therein or determinable from any information contained therein, including any other Person’s compliance with any of its covenants, representations or warranties hereunder, unless otherwise specifically set forth in this Indenture. (y) The parties hereto hereby agree that to the extent that any security or instrument issued by the Issuer is rated by a nationally recognized statistical rating organization, Wilmington Trust, National Association’s other roles , whether in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the its capacity as Indenture Trustee or any other capacity hereunder, shall have no duty or obligation to (in either case, other than those where i) maintain any password-protected web site within the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officersmeaning of 17 CFR 240.17g-5 (a “Site”), or (ii) upload any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa)information required to be maintained on such Site.

Appears in 1 contract

Samples: Indenture (Imperial Holdings, Inc.)

Rights of Indenture Trustee. (a) The Indenture Trustee, in the absence of bad faith, Trustee may conclusively rely on, and need not investigate any fact or matter stated in, on any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper person. Except as expressly stated herein or in the other Basic Documents, the The Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in the document. Without limiting the generality of the foregoing, the following provisions of this Section 6.02 shall apply notwithstanding any such document and may conclusively rely as provision of this Agreement or any other Transaction Document to the truth of the statements and the accuracy of the information thereincontrary. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate require, at the expense of the Issuing Entity Issuer, an Officers’ Certificate or an Opinion of CounselCounsel or both. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s any Officers’ Certificate or Opinion of Counsel. (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or act through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any the misconduct or negligence on the part of, or for the supervision of, of any such agent, attorney, custodian or nominee agent appointed with due care by it hereundercare. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence misconduct or bad faithgross negligence. (e) The Indenture Trustee may may, at the expense of Issuer, consult with counsel, accountants, and experts counsel of its own selection, selection and the advice or opinion of counsel, accountants, or experts counsel with respect to legal, accounting, or legal matters relating to this Indenture and Indenture, the Notes Notes, or any related document other Transaction Documents or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountant, counsel or expertOpinion of Counsel. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond bond, debenture, note or other paper or document, document unless requested in writing to do so by the Holders of Notes representing at least 25% Required Holders, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Controlling Securities; provided that if Issuer, personally or by agent or attorney, at the payment within a reasonable time expense of the Issuer and shall incur no liability of any kind by reason of such inquiry or investigation. (g) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or any other Transaction Document at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Indenture Trustee of the costs, expenses security or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment sole discretion against such costthe costs, expense or liability as a condition to taking any such action. In no event shall the Indenture Trustee have any responsibility to monitor World Omni’s expenses and liabilities which might be incurred by it in compliance with such request or be charged with knowledge of the requirements of Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectdirection. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, including its right to be indemnifiedcompensated, reimbursed and indemnified as provided in Section 6.06, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder hereunder. (i) The Indenture Trustee shall not be liable for any action taken or omitted by it in good faith at the direction of the Required Holders or the Holders of a majority in principal amount of the Notes, including, without limitation, any action with respect to the time, method and in each document place of conducting any proceedings for any remedy available to which it is a partythe Indenture Trustee or the exercising of any power conferred by this Indenture or any other Transaction Document. (j) Any action taken, or omitted to be taken, by the Indenture Trustee in good faith pursuant to this Indenture or any other Transaction Document upon the request or authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the Holder of any Note shall be conclusive and binding upon future Holders of Notes and upon Notes executed and delivered in exchange therefor or in place thereof. (k) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, any force majeure event, or strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems (software and hardware) services; it being understood that the Indenture Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no the event shall the signature of the Indenture Trustee is required in connection with any sale of any portion of the Collateral, the Issuer, or if during or after an Event of Default, the Holders, shall ensure that the language set forth in Exhibit C shall be liable for included in any document where such signature(s) may be required. The failure of such language to be so included shall excuse the failure Indenture Trustee from being required to perform its duties hereunder if join in the execution of such failure is a direct or proximate documents, without regard to any consequences that may result of another party’s failure to perform its obligations hereundertherefrom. (m) In order to comply with Applicable Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each Any request or direction of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may Issuer mentioned herein shall be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Lawsufficiently evidenced by an Issuer Order. (n) Each Holder, by its acceptance of As a Note hereunder, represents that it has, independently and without reliance upon condition to the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking omitting of any action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee it hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder may at the expense of the Issuer consult with any other information concerning counsel and the Issuing Entity, the Servicer advice of such counsel or any other parties to any related documents which may come into the possession opinion of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee counsel shall be entitled to conclusively rely on the then current certificate until receipt full and complete authorization and protection in respect of a superseding certificate. (p) any action taken or omitted by it hereunder in good faith and in reliance thereon. The Indenture Trustee shall not be required to take any action hereunder or otherwise if it shall have reasonably determined, on the advice of counsel, that such action is directed likely to take under this Indenture if result in liability on the part of the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, for which it has not received adequate indemnity or is contrary to applicable law the terms hereof or inconsistent with is otherwise contrary to law. (o) Whenever this Indenture or any other Basic DocumentsTransaction Document provides that an action may be taken or not taken at the option, election or in the discretion of the Indenture Trustee, the Indenture Trustee shall have no obligation or duty to exercise such option, make such election, or exercise such discretion except upon the reasonable written instructions of the Issuer or the Required Holders. The Indenture Trustee shall have no liability to any party for carrying out any such direction. (p) The permissive rights of the Indenture Trustee to take or refrain from taking any action enumerated in this Indenture or any other Transaction Document shall not be treated as a duty. (q) Notwithstanding anything contained herein or in any other Transaction Document to the contrary, the Indenture Trustee (as such and in its individual capacity) shall have no duty or responsibility to perform any calculations for, or make any determinations as to the amounts, times, recipients, or other particulars of, any payments and/or transfers to be made by the Indenture Trustee or any other Person under this Indenture or any other Transaction Document, except as expressly required by the terms of this Indenture. (r) The Indenture Trustee shall not be liable responsible for or in respect of and makes no representation as to the validity or sufficiency of any action provision of this Indenture or inaction of for the Issuing Entity, Servicer, Depositor, due execution hereof by the Issuer or any other party Obligor or for the form, character, genuineness, sufficiency, value or validity of any of the Collateral, and the Indenture Trustee shall in no event assume or incur any liability, duty or obligation to the Issuer, to any Holders, or to any other Person other than as expressly provided for herein. (s) The Indenture Trustee shall not be required to give any bond or agent thereofsurety in respect of the execution of this Indenture or any other Transaction Document or otherwise. (t) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct, rights, powers, duties obligations or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 6.02. (u) The Issuer hereby agrees and, as evidenced by its acceptance of any benefits hereunder, each Holder agrees that the Indenture Trustee in any capacity has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial, investment or insurance implications and consequences of the preservation, funding, ongoing administration or otherwise with respect to the Collateral. (v) The Indenture Trustee shall be under no obligation to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture or any related document and may assume compliance by such parties with their obligations under other Transaction Document, at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture or any related agreementsother Transaction Document, unless such Holders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby. (w) If the Indenture Trustee believes inconsistent alternative courses of action are permitted or required by the terms of this Indenture or any of the Transaction Documents, to which the Indenture Trustee is a Responsible Officer party, believes that the terms of the Indenture or any of the Transaction Documents, to which the Indenture Trustee is a party are ambiguous, or is unsure as to the application, intent, interpretation or meaning of any provision of this Indenture or any other Transaction Document to which it is a party, the Indenture Trustee after reasonable diligence and consultation with counsel, shall take such action which, in its view, is in the best interest of the Holders and consistent with this Indenture unless it otherwise receives written direction from the Required Holders prior to such action, and notwithstanding any provision of this Indenture or any Transaction Document, or otherwise, the Indenture Trustee shall have actual knowledge no liability to any Person for any such action or received written notice to the contrary at the Corporate Trust Office of the Indenture Trusteefollowing such direction. (rx) Knowledge of The receipt by the Indenture Trustee of any reports, information or other documents that are provided to the Indenture Trustee for purposes of enabling the sending party to comply with its document delivery requirements hereunder shall not be attributed constitute constructive or imputed actual notice of any information contained therein or determinable from any information contained therein, including any other Person’s compliance with any of its covenants, representations or warranties hereunder, unless otherwise specifically set forth in this Indenture. (y) The parties hereto hereby agree that to the extent that any security or instrument issued by the Issuer is rated by a nationally recognized statistical rating organization, Wilmington Trust, National Association’s other roles , whether in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the its capacity as Indenture Trustee or any other capacity hereunder, shall have no duty or obligation to (in either case, other than those where i) maintain any password-protected web site within the roles are performed by the same group or division within Wilmington Trust, National Association or otherwise share the same Responsible Officersmeaning of 17 CFR 240.17g-5 (a “Site”), or (ii) upload any affiliate, line of business, or other division of Wilmington Trust, National Association (and vice versa)information required to be maintained on such Site.

Appears in 1 contract

Samples: Indenture (Imperial Holdings, Inc.)

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