Certain Duties. (a) The Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; except as expressly set forth herein, the Indenture Trustee shall have no obligation to monitor the performance of the Servicer under the Transaction Documents.
(b) In the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; provided, however, the Indenture Trustee shall not be required to verify or recalculate the contents thereof.
(c) In case an Event of Default or a Servicer Event of Default (resulting in the appointment of the Indenture Trustee as successor Servicer) has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs; provided, however, that no provision in this Indenture shall be construed to limit the obligations of the Indenture Trustee to provide notices under Section 7.2 hereof.
(d) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity acceptable to the Indenture Trustee (which may be in the form of written assurances) against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(e) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:
(i) this Section 7.1(e) shall not be construed to limit the effe...
Certain Duties. Section 5.1. Accounting and Records to the Noteholders, Certificate-holders, the Internal Revenue Service and Others . Subject to Sections 12.1(b)(iii) and 12.1(c) of the Master Sale and Servicing Agreement, the Master Servicer shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, including, without limitation, the allocations of net income under 2.11, (b) deliver (or cause to be delivered) to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1, if applicable) to enable each Certificateholder to prepare its Federal and state income tax returns, (c) file or cause to be filed, if necessary, such tax returns relating to the Trust (including a partnership information return, Form 1065), and direct the Owner Trustee or the Master Servicer, as the case may be, to make such elections as may from time to time be required or appropriate under any applicable state or Federal statute or rule or regulation thereunder so as to maintain the Trust's characterization as a branch, or if applicable, as a partnership, for Federal income tax purposes and (d) collect or cause to be collected any withholding tax as described in and in accordance with the Master Sale and Serving Agreement or any Series Supplement with respect to income or distributions to Certificateholders and the appropriate forms relating thereto. The Owner Trustee or the Master Servicer, as the case may be, shall make all elections pursuant to this 5.1 as directed in writing by the Depositor. The Owner Trustee shall sign all tax information returns, if any, filed pursuant to this 5.1 and any other returns as may be required by law, and in doing so shall rely entirely upon, and shall have no liability for information provided by, or calculations provided by, the Depositor or the Master Servicer. The Owner Trustee shall elect under 1278 of the Code to include in income currently any market discount that accrues with respect to the Receivables. The Owner Trustee shall not make the election provided under 754 of the Code.
Certain Duties. Accounting and Records to the Noteholders, Certificateholders, the Internal Revenue Service and Others......................................................19 SECTION 5.2. Signature on Returns; Tax Matters Partner.....................19 SECTION 5.3. Underwriting Agreement........................................19 SECTION 5.4. Trust Accounts................................................20 SECTION 5.5. Application of Funds in Certificate Distribution Account.....................................................20 ARTICLE VI. Authority and Duties of Owner Trustee
Certain Duties. 16
SECTION 5.1 Accounting and Records to the Class B Noteholders, Certificateholders, the Internal Revenue Service and Others............................................ 16 SECTION 5.2 Signature on Returns; Tax Matters Partner........................................ 16
Certain Duties. Section 5.1. Accounting and Records to the Noteholders, Certificateholders, the Internal Revenue Service and Others
Section 5.2. Signature on Returns; Tax Matters Partner
Certain Duties. Section 5.1. Accounting and Records to the Noteholders, Certificateholders, the Internal Revenue Service and Others..
Certain Duties. The Second Priority Collateral Trustee's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with such Collateral in the same manner as it customarily deals with similar collateral of other parties held by it. The Second Priority Collateral Trustee shall promptly deliver to each of the Second Priority Representatives a copy of each notice, request, report or other document delivered to it pursuant to the Second Priority Collateral Documents (unless the Second Priority Collateral Trustee can reasonably determine that such Second Priority Representative has already received the same).
Certain Duties. Section 4.1 Accounting and Reports to Noteholders, Depositor, Internal Revenue Service and Others..7 Section 4.2 Signature on Returns; Tax Matters Partner..............................................7
Certain Duties. 20 SECTION 5.1. Accounting and Records to the Certificateholders, the Internal Revenue Service and Others.................... 20
Certain Duties. 79 SECTION 10.02.
