Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement.
(b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement.
(c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement.
(d) The Owner Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(i) this Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b);
(ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Owner Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 4.1, Section 4.2 or Section 6.4.
(e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon.
(f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set f...
Duties of Owner Trustee. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV.
(b) The Owner Trustee shall take such action or refrain from taking such action under this Agreement as it may be directed in writing by the Certificateholders from time to time; provided, however, that the Owner Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve the Owner Trustee in personal liability or is contrary to the terms of this Agreement or of any Basic Document contemplated hereby to which the Trust is a party or is otherwise contrary to law. If at any time the Owner Trustee determines that it requires or desires guidance regarding the application of any provision of this Agreement or any other document, then the Owner Trustee may deliver a notice to the Certificateholders requesting written instructions as to the course of action desired by the Certificateholders and such instructions shall constitute full and complete authorization and protection for actions taken by the Owner Trustee in reliance thereon. If the Owner Trustee does not receive such instructions within five (5) Business Days after it has delivered to the Certificateholders such notice requesting instructions, or such shorter period of time as may be set forth in such notice, it shall refrain from taking any action with respect to the matters described in such notice. Each instruction delivered by the Certificateholders to the Owner Trustee shall certify to the Owner Trustee that any actions to be taken pursuant to such instruction comply with the terms of this Agreement and the Owner Trustee may rely on such certification and instruction without inquiry except to the extent it has actual knowledge to the contrary.
(c) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement.
(d) The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement,...
Duties of Owner Trustee. 13 SECTION 6.2
Duties of Owner Trustee. 5 5.1 Notice of Event of Default.........................................5 5.2
Duties of Owner Trustee. 16 SECTION 6.2
Duties of Owner Trustee. No Duties Except as Specified in this Agreement or in Instructions Section 6.05. No Action Except Under Specified Documents or Instructions 18 Section 6.06. Restrictions 18
Duties of Owner Trustee. The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Operative Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Operative Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement against the Owner Trustee.
Duties of Owner Trustee. 46 SECTION 15.02. Owner Trustee's Certificate.............................49 SECTION 15.03. Trust's Assignment of Purchased Receivables.............49 SECTION 15.04. Certain Matters Affecting the Owner Trustee.............50 SECTION 15.05. Owner Trustee Not Liable for Certificate or Receivables.51 SECTION 15.06. Owner Trustee May Own Notes.............................52 SECTION 15.07. Owner Trustee's and Indenture Trustee's Fees and Expenses; Indemnification....................52 SECTION 15.08. Eligibility Requirements for Owner Trustee..............53 SECTION 15.09. Resignation or Removal of Owner Trustee.................53 SECTION 15.10. Successor Owner Trustee.................................54 SECTION 15.11. Merger or Consolidation of Owner Trustee................55 SECTION 15.12. Appointment of Co-Trustee or Separate Owner Trustee.....55 SECTION 15.13. Representations and Warranties of Owner Trustee.........56
Duties of Owner Trustee. 12 ----------------------- 6.2 Rights of Owner Trustee .............................................. 13 ----------------------- 6.3 Acceptance of Trusts and Duties ...................................... 13 ------------------------------- 6.4 Action upon Instruction by Certificateholders ........................ 15 --------------------------------------------- 6.5 Furnishing of Documents .............................................. 16 ----------------------- 6.6 Representations and Warranties of Owner Trustee ...................... 16 ----------------------------------------------- 6.7 Reliance; Advice of Counsel .......................................... 17 --------------------------- 6.8 Owner Trustee May Own Certificates and Notes ......................... 17 -------------------------------------------- 6.9 Compensation and Indemnity ........................................... 17 -------------------------- 6.10 Replacement of Owner Trustee ......................................... 17 ---------------------------- 6.11 Merger or Consolidation of Owner Trustee ............................. 19 ---------------------------------------- 6.12 Appointment of Co-Trustee or Separate Trustee ........................ 19 --------------------------------------------- 6.13 Eligibility Requirements for Owner Trustee ........................... 20 ------------------------------------------ ARTICLE VIITERMINATION OF TRUST AGREEMENT .......................................... 21 7.1 Termination of Trust Agreement ....................................... 21 ------------------------------
Duties of Owner Trustee. 5 Section 5.01 Certain Notices and Requests for Instructions; Related Actions ................................................ 5 Section 5.02 Action Upon Instructions ............................................................................................................ 6 Section 5.03 Indemnification ........................................................................................................................... 6 Section 5.04 No Duties Except as Specified in Operative Documents or Instructions ................................... 6 Section 5.05 No Action Except Under Specified Documents or Instructions ................................................. 7 Section 5.06 Limitations on Activities ............................................................................................................ 7
