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. The Owner Trustee, both prior to and after the occurrence of an Event of Servicer Default, shall undertake to perform such duties as are specifically set forth in this Agreement. If an Event of Servicer Default shall have occurred and shall not have been cured and, in the case of an Event of Servicer Default described in clause (i) of Section 13.01, the Owner Trustee has received notice of such Event of Servicer Default, the Owner Trustee shall exercise such of the rights and powers vested in it by this Agreement, and shall 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 his own affairs. It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all its responsibilities pursuant to the terms of this Agreement and the other documents to which the Trust is a party and to administer the Trust in the interest of the Certificateholders, subject to and in accordance with the provisions of this Agreement and the other documents to which the Trust is a party. Without limiting the foregoing, the Owner Trustee shall on behalf of the Trust file and prove any claim or claims that may exist on behalf of the Trust against the Transferor in connection with any claims paying procedure as part of an insolvency or a receivership proceeding involving the Transferor. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other documents to which the Trust is a party to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Owner Trustee hereunder or under any other document to which the Trust is a party, and the Owner Trustee shall not be held liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. Except as expressly provided in the documents to which the Trust is a party, the Owner Trustee shall have no obligation to administer, service or collect the Receivables or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Receivables. 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, shall examine t...
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. (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.
Duties of Owner Trustee. 14 ----------------------- 6.2 Rights of Owner Trustee........................................................15 ----------------------- 6.3 Acceptance of Trusts and Duties................................................16 ------------------------------- 6.4 Action upon Instruction by Certificateholders..................................17 --------------------------------------------- 6.5 Furnishing of Documents........................................................18 ----------------------- 6.6 Representations and Warranties of Owner Trustee................................18 ----------------------------------------------- 6.7 Reliance; Advice of Counsel....................................................19 --------------------------- 6.8 Owner Trustee May Own Certificates and Notes...................................19 -------------------------------------------- 6.9 Compensation and Indemnity.....................................................19 -------------------------- 6.10 Replacement of Owner Trustee...................................................20 ---------------------------- 6.11 Merger or Consolidation of Owner Trustee.......................................21 ---------------------------------------- 6.12 Appointment of Co-Trustee or Separate Trustee..................................21 --------------------------------------------- 6.13 Eligibility Requirements for Owner Trustee.....................................22 ------------------------------------------
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. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the 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 and the Sale and Servicing Agreement. No implied covenants or obligations shall be read into this Agreement or any Basic Document against the Owner Trustee.
(b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Owner Trustee or the Trust hereunder or under any Basic Document regardless of whether the Administration Agreement is terminated or rejected, 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) The Owner Trustee shall not take any action that (i) is in violation of the purposes of the Trust set forth in Section 2.3 or (ii) would, to the Actual Knowledge of a Responsible Officer of the Owner Trustee, result in the Trust's becoming taxable as a corporation for federal income tax purposes.
