Acceptance of Trusts and Duties. 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 and the Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee; (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Owners; (c) no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Owner, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; and (g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the Owners, unless such Owners have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5.
Appears in 3 contracts
Sources: Owner Trust Agreement (Bcap LLC), Owner Trust Agreement (Hsi Asset Securitization Corp), Owner Trust Agreement (Hsi Asset Securitization Corp)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts the same but only upon the terms of this Agreement and the Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document personally liable under any circumstances, except (i) for its own willful misconduct or gross negligence or negligence, (ii) in for liabilities arising from the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made failure by the Owner TrusteeTrustee to perform obligations expressly undertaken by it in the last sentence of Section 8.07, or (iii) for taxes, fees or other charges on, based on or measured by any fees, commissions or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement or the Trust Related Agreements. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):limitation:
(a) the The Owner Trustee shall not be personally liable for any error of judgment made in good faith by a responsible officer an Authorized Officer of the Owner Trustee;
(b) the The Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it the Owner Trustee in good faith in accordance with the instructions of the Administrator or the Owners;
(c) no No provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under Under no circumstances circumstance shall the Owner Trustee be personally liable for any indebtedness evidenced by or arising of the Trust under any of the Basic Documents, including the principal of and interest on the NotesTrust Related Agreement;
(e) the The Owner Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company Depositor, or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate Student Loan, or for or in respect of the validity or sufficiency of the Basic Documents, other than Administration Agreement or the certificate of authentication on the Residual Interest Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Owner, other than as expressly provided for herein and in the Basic Documents;Trust Related Agreements; and
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer Administrator under any of the Basic Documents Trust Related Agreements or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Issuer hereunder or under any Trust under this Related Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the Owners, unless such Owners have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5.
Appears in 3 contracts
Sources: Trust Agreement (National Collegiate Trust 1996-S2), Trust Agreement (National Collegiate Trust 1996-S2), Trust Agreement (National Collegiate Trust 1996-S2)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents and this AgreementDocuments. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the any Owner or Owners;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentsDocument, including the principal of and interest on the NotesNotes or the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty, duty or obligation to any Noteholder or to any Owner, other than as expressly provided for herein and in the Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Seller, the Depositor, the Company, the Indenture Trustee, the Master Servicer Trustee or the Servicer under any of the Basic Documents Document or otherwise otherwise, and the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust Issuer under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer the Seller under the Sale and Servicing AgreementAgreement or any other Person under any of the Basic Documents; and
(g) the Owner Trustee shall not be under no any obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Owners, unless such Owners have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 3 contracts
Sources: Trust Agreement (Honda Auto Receivables 2005-5 Owner Trust), Trust Agreement (Honda Auto Receivables 2005-4 Owner Trust), Trust Agreement (Honda Auto Receivables 2005-3 Owner Trust)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Transaction Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic other Transaction Document under any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Owner;
(c) no provision of this Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Trust Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Owner, other than as expressly provided for herein and or expressly agreed to in the Basic Transaction Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Trust Depositor, the Company, the Indenture Trustee, the Master Servicer Trustee or the Servicer under any of the Basic Transaction Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic other Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer Servicer, or Servicer the Trust Depositor under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this the Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Transaction Document, at the request, order or direction of any of the Owners, unless such Owners have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 3 contracts
Sources: Trust Agreement (Harley Davidson Customer Funding Corp), Trust Agreement (Eaglemark Inc), Trust Agreement (Eaglemark Inc)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Depositor, Servicer, Administrator or the Ownersany Certificateholder;
(c) no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesNotes or amounts distributable on the Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and in the Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Servicer, Custodian or the Servicer Administrator under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuer under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Indenture, Servicer or Servicer Custodian under the Sale and Servicing Agreement or Administrator under the Administration Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 3 contracts
Sources: Trust Agreement (Bas Securitization LLC), Trust Agreement (Bas Securitization LLC), Trust Agreement (M&i Dealer Auto Securitization LLC)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Trust Estate Property upon the terms of the Basic Documents and this Agreement. The Owner Trustee Trustee, in its individual capacity, shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or gross negligence (except as provided in Section 7.01(g)) or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.03 expressly made by the Owner TrusteeTrustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer Trust Officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of the Administrator Depositor or the Ownersany Certificateholder;
(c) no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate Property, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Certificates, and the Owner Trustee Trustee, in its individual capacity, shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the other Basic Documents;
(f) the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the CompanyServicer, the Indenture Trustee, the Master Servicer Trustee or the Servicer any other Person under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuer under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security security, in its individual capacity, or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee Trustee, in its individual capacity, therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 3 contracts
Sources: Trust Agreement (GS Auto Loan Trust 2005-1), Trust Agreement (Gs Auto Loan Trust 2004-1), Trust Agreement (GS Auto Loan Trust 2006-1)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and subject to the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the other Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful breach or misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 8.03 expressly made by the Owner TrusteeTrustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the The Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholders given in accordance with this Agreement;
(c) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(e) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholders, other than as expressly provided for herein and in the other Basic Documents;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuing Entity under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration AgreementSponsor, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; andServicer;
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Sponsor or any of the OwnersCertificateholders, unless such Owners Certificateholders, or the Sponsor have offered to the Owner Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful breach or misconduct in the performance of any such act providedact; and
(h) Notwithstanding anything contained herein to the contrary, that the neither U.S. Bank Trust National Association in its individual capacity nor as Owner Trustee shall be liable required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by U.S. Bank Trust National Association; or (iii) subject U.S. Bank Trust National Association to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by U.S. Bank Trust National Association in its negligence individual capacity or willful misconduct as Owner Trustee, as the case may be, contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of the Sponsor to determine whether any action required to be taken pursuant to this Agreement or the other Basic Documents results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that it assumes said counsel advises the duties and obligations of Owner Trustee that such action will result in such consequences, the Indenture Owner Trustee under the Sale and Servicing Agreement will appoint an additional trustee pursuant to Section 10.511.05 hereof to proceed with such action.
Appears in 3 contracts
Sources: Trust Agreement (Accredited Mortgage Loan REIT Trust), Trust Agreement (Accredited Mortgage Loan REIT Trust), Trust Agreement (Accredited Mortgage Loan Trust 2006-2)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it each of them constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholders permitted under this Trust Agreement;
(cb) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ed) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, Certificate Registrar or the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer Seller under the Sale and Servicing Mortgage Loan Purchase Agreement; and.
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 3 contracts
Sources: Trust Agreement (Bear Stearns Arm Trust, Mortgage-Backed Notes, Series 2005-5), Trust Agreement (Bear Stearns Arm Trust, Mortgage-Backed Notes, Series 2005-2), Trust Agreement (Bear Stearns Arm Trust, Mortgage-Backed Notes, Series 2005-2)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and subject to the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the other Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful breach or misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 8.03 expressly made by the Owner TrusteeTrustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the The Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholders given in accordance with this Agreement;
(c) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(e) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholders, other than as expressly provided for herein and in the other Basic Documents;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuing Entity under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration AgreementDepositor, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; andServicer;
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Depositor or any of the OwnersCertificateholders, unless such Owners Certificateholders, or the Depositor have offered to the Owner Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful breach or misconduct in the performance of any such act providedact; and
(h) Notwithstanding anything contained herein to the contrary, that the neither Wilmington Trust Company in its individual capacity nor as Owner Trustee shall be liable required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by Wilmington Trust Company; or (iii) subject Wilmington Trust Company to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by Wilmington Trust Company in its negligence individual capacity or willful misconduct as Owner Trustee, as the case may be, contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of the Depositor to determine whether any action required to be taken pursuant to this Agreement or the other Basic Documents results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that it assumes said counsel advises the duties and obligations of Owner Trustee that such action will result in such consequences, the Indenture Owner Trustee under the Sale and Servicing Agreement will appoint an additional trustee pursuant to Section 10.511.05 hereof to proceed with such action.
Appears in 3 contracts
Sources: Trust Agreement (NovaStar Certificates Financing CORP), Trust Agreement (NovaStar Mortgage Funding Trust, Series 2006-1), Trust Agreement (NovaStar Certificates Financing CORP)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Securities Administrator also agrees agree to disburse all moneys actually received by it each of them constituting part of the Owner Trust Estate upon the terms of this Trust Agreement and the other Basic Documents and this AgreementDocuments. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator Certificateholders or the Ownersany other Person permitted under this Trust Agreement;
(cb) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ed) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company any other Person or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on Notes, the Residual Interest Certificates, Certificates and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the other Basic Documents;
(e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, Securities Administrator or the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust or the Owner Trustee under this Trust Agreement or the other Basic Documents that are required to be performed by the Depositor, Indenture Trustee, Securities Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer under any of the Basic Documents or Servicer under the Sale and Servicing Agreement; andotherwise.
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that act.
(h) In no event shall the Owner Trustee shall be liable for its negligence or willful misconduct any damages in the event that it assumes nature of special, indirect or consequential damages, however styled, including, without limitation, lost profits, or for any losses due to forces beyond the duties and obligations control of the Indenture Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the Owner Trustee under the Sale and Servicing Agreement pursuant to Section 10.5by third parties.
Appears in 3 contracts
Sources: Trust Agreement (Bear Stearns ARM Trust 2007-2), Trust Agreement (Alesco Financial Inc), Trust Agreement (Bear Stearns ARM Trust 2007-2)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the The Owner Trustee shall not be liable for any error of judgment made by a responsible officer Trust Officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Certificateholder;
(c) no No provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(e) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the other Basic Documents;
(f) the The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the CompanyServicer , the Indenture Trustee, the Master Servicer Trustee or the Servicer any other Person under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer Depositor or the Servicer under the Sale and Servicing Agreement; and
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 3 contracts
Sources: Trust Agreement (SSB Vehicle Securities Inc BMW Vehicle Owner Trust 1999-A), Trust Agreement (SSB Vehicle Sec Huntington Auto Trust 2000-A), Trust Agreement (National City Bank /)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it each of them constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholders permitted under this Trust Agreement;
(cb) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ed) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed by the Owner Trustee, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, Certificate Registrar or the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the related Master Servicer or Servicer under the Sale and related Servicing Agreement; and
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith, grossly negligent failure to act or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 3 contracts
Sources: Trust Agreement (American Home Mortgage Investment Trust 2004-4), Trust Agreement (American Home Mortgage Investment Trust 2004-4), Trust Agreement (American Home Mortgage Investment Trust 2004-4)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 4.04 hereof and (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Owners;
(c) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(db) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ec) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(fd) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(e) The Owner Trustee shall not be liable for the default or misconduct of the AdministratorCredit Enhancer, the Depositor, the Company, the Indenture Trustee, the Master Servicer Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or Indenture, the Master Servicer or Servicer under the Sale and Servicing Agreement or the Seller under the Home Equity Loan Purchase Agreement; and
(gf) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the Owners, Certificateholders or Credit Enhancer unless such Owners have offered to the Owner Trustee has been offered security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 3 contracts
Sources: Trust Agreement (MSCC HELOC Trust 2007-1), Trust Agreement (Morgan Stanley ABS Capital I Inc. MSDWCC HELOC Trust 2005-1), Trust Agreement (Morgan Stanley Abs Capital I Inc)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee (except in the case of willful misconduct, bad faith or gross negligence);
(bii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(ciii) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(eiv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(fv) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2021-2 Servicing Agreement; and;
(gvi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act providedact;
(vii) in no event shall the Owner Trustee, that its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(viii) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof.
(b) under no circumstances shall the Owner Trustee be liable for its negligence any representations, warranties or willful misconduct in the event that it assumes the duties and obligations covenants of the Indenture Trustee Issuer or any other person or the indebtedness evidenced by or arising under any of the Sale Program Documents, including the principal of and Servicing Agreement pursuant to Section 10.5interest on the Notes or any amounts payable on the Trust Certificates.
Appears in 2 contracts
Sources: Trust Agreement (GM Financial Automobile Leasing Trust 2021-2), Trust Agreement (GM Financial Automobile Leasing Trust 2021-2)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee (except in the case of willful misconduct, bad faith or gross negligence);
(bii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(ciii) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(eiv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(fv) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2019-2 Servicing Agreement; and;
(gvi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act providedact;
(vii) in no event shall the Owner Trustee, that its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(viii) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof.
(b) under no circumstances shall the Owner Trustee be liable for its negligence any representations, warranties or willful misconduct in the event that it assumes the duties and obligations covenants of the Indenture Trustee Issuer or any other person or the indebtedness evidenced by or arising under any of the Sale Program Documents, including the principal of and Servicing Agreement pursuant to Section 10.5interest on the Notes or any amounts payable on the Trust Certificates.
Appears in 2 contracts
Sources: Trust Agreement (GMF Leasing LLC), Trust Agreement (GMF Leasing LLC)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee (except in the case of willful misconduct, bad faith or gross negligence);
(bii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(ciii) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(eiv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(fv) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2023-2 Servicing Agreement; and;
(gvi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act providedact;
(vii) in no event shall the Owner Trustee, that its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(viii) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof.
(b) under no circumstances shall the Owner Trustee be liable for its negligence any representations, warranties or willful misconduct in the event that it assumes the duties and obligations covenants of the Indenture Trustee Issuer or any other person or the indebtedness evidenced by or arising under any of the Sale Program Documents, including the principal of and Servicing Agreement pursuant to Section 10.5interest on the Notes or any amounts payable on the Trust Certificates.
Appears in 2 contracts
Sources: Trust Agreement (GM Financial Automobile Leasing Trust 2023-2), Trust Agreement (GM Financial Automobile Leasing Trust 2023-2)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholders permitted under this Trust Agreement;
(cb) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ed) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, Certificate Registrar or the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer Seller under the Sale and Servicing Agreement; and
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (GSC Capital Corp. Mortgage Trust 2006-2), Trust Agreement (GSC Capital Corp. Mortgage Trust 2006-1)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee (except in the case of willful misconduct, bad faith or gross negligence);
(bii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(ciii) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(eiv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(fv) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2020-1 Servicing Agreement; and;
(gvi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act providedact;
(vii) in no event shall the Owner Trustee, that its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(viii) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof.
(b) under no circumstances shall the Owner Trustee be liable for its negligence any representations, warranties or willful misconduct in the event that it assumes the duties and obligations covenants of the Indenture Trustee Issuer or any other person or the indebtedness evidenced by or arising under any of the Sale Program Documents, including the principal of and Servicing Agreement pursuant to Section 10.5interest on the Notes or any amounts payable on the Trust Certificates.
Appears in 2 contracts
Sources: Trust Agreement (GM Financial Automobile Leasing Trust 2020-1), Trust Agreement (GM Financial Automobile Leasing Trust 2020-1)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee (except in the case of willful misconduct, bad faith or gross negligence);
(bii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(ciii) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(eiv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(fv) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2020-2 Servicing Agreement; and;
(gvi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act providedact;
(vii) in no event shall the Owner Trustee, that its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(viii) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof.
(b) under no circumstances shall the Owner Trustee be liable for its negligence any representations, warranties or willful misconduct in the event that it assumes the duties and obligations covenants of the Indenture Trustee Issuer or any other person or the indebtedness evidenced by or arising under any of the Sale Program Documents, including the principal of and Servicing Agreement pursuant to Section 10.5interest on the Notes or any amounts payable on the Trust Certificates.
Appears in 2 contracts
Sources: Trust Agreement (GM Financial Automobile Leasing Trust 2020-2), Trust Agreement (GM Financial Automobile Leasing Trust 2020-2)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Transaction Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic other Transaction Document under any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.03 expressly made by the Owner TrusteeTrustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Owner TrusteeTrustee which did not result from gross negligence on the part of such Responsible Officer;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator Servicer or the Ownersany Owner;
(c) no provision of this Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Trust Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate of authentication on the Residual Interest CertificatesTrust Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Owner, other than as expressly provided for herein and or expressly agreed to in the Basic Transaction Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the AdministratorServicer, the Trust Depositor, the Company, the Indenture Trustee, the Master Servicer Trustee or the Servicer under any of the Basic Transaction Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic other Transaction Documents that are required to be performed by the Administrator Servicer under the Administration AgreementTransfer and Servicing Agreement (including pursuant to Section 5.03 thereof), the Indenture Trustee under the Indenture or the Master Servicer or Servicer the Trust Depositor under the Sale Transfer and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Transaction Document, at the request, order or direction of any of the Owners, unless such Owners have Owner has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (American Capital Strategies LTD), Trust Agreement (American Capital Strategies LTD)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(c) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Program Documents, including the principal of and interest on the NotesNotes or any amounts payable on the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(f) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2015-3 Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (GMF Leasing LLC), Trust Agreement (GMF Leasing LLC)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Transaction Documents and this Agreement. The Owner Trustee shall not be answerable personally liable or accountable hereunder or under any Basic Transaction Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or gross negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Wilmington Trust Company in its individual capacity, (iii) for liabilities arising from the failure of Wilmington Trust Company to perform obligations expressly undertaken by it in the last sentence of Section 6.4 or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the The Owner Trustee shall not be personally liable for any error of judgment made by a responsible officer Responsible Officer of the Owner Trustee;
(b) the The Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Depositor, the Servicer, the Administrator or the Ownersany Certificateholder;
(c) no No provision of this Agreement or any Basic Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial personal liability in the performance of any of its rights or powers hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under Under no circumstances shall the Owner Trustee be personally liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the NotesNotes or amounts distributable on the Certificates;
(e) the The Owner Trustee shall not be responsible personally liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate of authentication on the Residual Interest Certificates, and the Owner Trustee shall in no event assume or incur any personal liability, duty, duty or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and in the Basic Transaction Documents;
(f) the The Owner Trustee shall not be personally liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Servicer, the Custodian, or the Servicer Administrator under any of the Basic Transaction Documents or otherwise and the Owner Trustee shall have no obligation duty or personal liability to perform the obligations of the Trust under this Agreement or the Basic Transaction Documents that are required to be performed by the Indenture Trustee under the Indenture, the Servicer, the Custodian under the Servicing Agreement or the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; and
(g) the The Owner Trustee shall be under no obligation duty to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Transaction Document, at the request, order or written direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (Capital One Auto Receivables LLC), Trust Agreement (Capital One Auto Receivables Trust 2001-B)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 SECTION 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersOwner;
(c) no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest CertificatesCertificate, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any the Owner, other than as expressly provided for herein and in the Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Trustee or the Servicer under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the OwnersOwner, unless such Owners have the Owner has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (Caterpillar Financial Funding Corp), Trust Agreement (Caterpillar Financial Funding Corp)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it each of them constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholders permitted under this Trust Agreement;
(cb) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ed) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency other than the filing of the Certificate of Trust and any financing statements;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, Certificate Registrar or the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer Seller under the Sale and Servicing Mortgage Loan Purchase Agreement; and.
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement, Trust Agreement (Citigroup Mortgage Loan Trust 2005-6)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts the same but only upon the terms of this Agreement and the Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document personally liable under any circumstances, except (i) for its own willful misconduct or gross negligence or negligence, (ii) in for liabilities arising from the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made failure by the Owner TrusteeTrustee to perform obligations expressly undertaken by it in the last sentence of Section 6.07 hereof, or (iii) for taxes, fees or other charges on, based on or measured by any fees, commissions or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement or the Trust Related Agreements. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):limitation:
(a) the The Owner Trustee shall not be personally liable for any error of judgment made in good faith by a responsible officer an Authorized Officer of the Owner Trustee;
(b) the The Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it the Owner Trustee in good faith in accordance with the instructions of the Administrator or the OwnersOwner;
(c) no No provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under Under no circumstances circumstance shall the Owner Trustee be personally liable for any indebtedness evidenced by or arising of the Trust under any of the Basic Documents, including the principal of and interest on the Notes;Trust Related Agreement; and
(e) the The Owner Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company Owner, or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate Student Loan, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Owner, other than as expressly provided for herein and in the Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the Owners, unless such Owners have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5Related Agreements.
Appears in 2 contracts
Sources: Trust Agreement (National Collegiate Trust 1996-S2), Trust Agreement (National Collegiate Trust 1996-S2)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(c) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Program Documents, including the principal of and interest on the NotesNotes or any amounts payable on the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(f) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2016-1 Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (GMF Leasing LLC), Trust Agreement (GMF Leasing LLC)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsOwner Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Owner Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Owners;
(c) no No provision of this Owner Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(db) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ec) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Owner Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificate, other than the certificate of authentication on the Residual Interest CertificatesCertificate, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Ownerthe Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(fd) The execution, delivery, authentication and performance by it of this Owner Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(e) The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Owner Trust Agreement or the Basic Documents that are required to be performed by the Indenture Trustee under the Indenture, the Sponsor under the Loan Purchase Agreement, the Servicer under the Servicing Agreement or the Sponsor or the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; and
(gf) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Owner Trust Agreement, or to institute, conduct or defend any litigation under this Owner Trust Agreement or otherwise or in relation to this Owner Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Owner Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Owner Trust Agreement (Nomura Home Equity Loan, Inc.), Owner Trust Agreement (Nomura Asset Acceptance Corp)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Depositor, Servicer, Administrator or the Ownersany Certificateholder;
(c) no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesNotes or amounts distributable on the Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and in the Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Servicer, Custodian or the Servicer Administrator under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuer under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Indenture, Servicer or Servicer Custodian under the Sale and Servicing Agreement or Administrator under the Administration Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (Wells Fargo Auto Receivables Corp), Trust Agreement (Volkswagen Public Auto Loan Securitization LLC)
Acceptance of Trusts and Duties. 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 and the Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholders;
(c) no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesBonds;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value value, or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder Bondholder or to any OwnerCertificateholder, other than as expressly provided for herein and in the Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the DepositorSeller, the Company, the Indenture Trustee, the Master Servicer Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct conduct, or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses expenses, and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Deposit Trust Agreement (Residential Resources Inc), Deposit Trust Agreement (Union Planters Mortgage Finance Corp)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate Assets upon the terms of the Basic Transaction Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic other Transaction Document under any circumstances, except except: (i) for its own willful misconduct or gross negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.03 expressly made by the Owner TrusteeTrustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.04 hereof, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its commercial capacity, or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement or any other Transaction Document. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee which did not result from negligence on the part of such Responsible Officer;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersEquity Certificateholder (so long as not contrary to the express terms of the Transaction Documents);
(c) no provision of this Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Trust Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate Assets, or for or in respect of the validity or sufficiency of the Basic any Transaction Documents, other than its signature on behalf of the Trust on, and the certificate of authentication on on, the Residual Interest CertificatesEquity Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Ownerthe Equity Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Transaction Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Trust Depositor, the Company, the Indenture Trustee, the Master Servicer Trustee or the Servicer under any of the Basic Transaction Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic other Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or by the Master Servicer or Servicer the Trust Depositor under the Sale and Servicing Agreementany other Transaction Document; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Transaction Document, at the request, order or direction of any of the OwnersEquity Certificateholder, unless such Owners have the Equity Certificateholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (Goldman Sachs Asset Backed Securities Corp), Trust Agreement (Gs Mortgage Securities Corp)
Acceptance of Trusts and Duties. 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 and subject to the Basic terms and conditions of the Transaction Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Transaction Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Transaction Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 below expressly made by the [Owner Trustee]. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the execution, delivery, authentication and performance by the Owner Trustee shall of this Agreement will not be liable require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to to, any action taken governmental authority or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersagency;
(c) no provision of this Agreement or any Basic Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate execution and delivery of authentication on the Residual Certificate (if the Transferor Interest Certificatesis certificated and represented by the Certificate as provided in Section 3.5 above), and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder Noteholder, to the Transferor or to any Owner, other than as expressly provided for herein and in the Basic Transaction Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the CompanySeller, the Indenture Trustee, the Master Servicer or the Servicer under any of the Basic Transaction Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or Indenture, the Master Servicer or Servicer under the Sale and Servicing Agreement; and, the Administrator or the Seller under the Administration Agreement or the Registrar or any Paying Agent hereunder;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Transaction Document, at the request, order or direction of any of the OwnersTransferor, unless such Owners have Transferor has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the act; and.
(h) The Owner Trustee shall not be liable for its negligence with respect to any action taken or willful misconduct omitted to be taken by it in accordance with the event that it assumes the duties and obligations instructions of the Indenture Trustee under Insurer, the Sale and Servicing Agreement pursuant Depositor or any Owner to Section 10.5the extent such action or direction is permitted by the Transaction Documents.
Appears in 2 contracts
Sources: Trust Agreement (Lehman Abs Corp), Trust Agreement (Terwin Securitization LLC)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon pursuant to the terms of this Agreement. The Owner Trustee and the Certificate Paying Agent also agree to disburse all moneys actually received by them constituting part of the Trust Estate pursuant to the terms of this Agreement and the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstancescircumstance, except (i) for its own willful misconduct misconduct, gross negligence, bad faith or gross negligence grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of without limitation (and subject to the exceptions set forth in the preceding sentence)::
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Owners;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any other Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(db) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentsDocument, including the principal of and interest on the Notes;
(ec) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or Agreement, for the due execution hereof by the Depositor or the Company or Depositor, for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the other Basic Documents, the Notes or the Certificates (other than the its certificate of authentication on the Residual Interest CertificatesCertificate), and the Owner Trustee shall in no event not assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or in the other Basic Documents;
(fd) the execution, delivery, authentication and performance by the Owner Trustee of this Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with or the taking of any other action with respect to, any governmental authority or agency;
(e) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Administrator or the Master Servicer under any of the Basic Documents Document or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Indenture Trustee under the Indenture, the Seller or the Purchaser under the Mortgage Loan Purchase and Servicing Agreement, the Administrator or the Master Servicer under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer the Depositor under the Sale and Servicing Agreement; and;
(gf) the Owner Trustee shall be under no obligation to exercise any of the rights right or powers power vested in it or duty imposed upon it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the OwnersCertificateholder, unless such Owners Certificateholder shall have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith or willful misconduct in the performance of any such act provided, that act; and
(g) In no event shall the Owner Trustee shall be liable for its negligence any act or willful misconduct omission taken in accordance with the event that it assumes the duties and obligations direction of the Indenture Trustee under the Sale and Servicing Agreement Certificateholders pursuant to Section 10.5this Agreement.
Appears in 2 contracts
Sources: Trust Agreement (Irwin Whole Loan Home Equity Trust 2005-A), Trust Agreement (Bear Stearns Asset Backed Securities Inc)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and subject to the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the other Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful breach or misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 8.03 expressly made by the Owner TrusteeTrustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the The Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholders given in accordance with this Agreement;
(c) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(e) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholders, other than as expressly provided for herein and in the other Basic Documents;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuer under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration AgreementSponsor, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; andServicer;
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Sponsor or any of the OwnersCertificateholders, unless such Owners Certificateholders, or the Sponsor have offered to the Owner Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful breach or misconduct in the performance of any such act providedact; and
(h) Notwithstanding anything contained herein to the contrary, that the neither U.S. Bank Trust National Association in its individual capacity nor as Owner Trustee shall be liable required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by U.S. Bank Trust National Association; or (iii) subject U.S. Bank Trust National Association to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by U.S. Bank Trust National Association in its negligence individual capacity or willful misconduct as Owner Trustee, as the case may be, contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of the Sponsor to determine whether any action required to be taken pursuant to this Agreement or the other Basic Documents results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that it assumes said counsel advises the duties and obligations of Owner Trustee that such action will result in such consequences, the Indenture Owner Trustee under the Sale and Servicing Agreement will appoint an additional trustee pursuant to Section 10.511.05 hereof to proceed with such action.
Appears in 2 contracts
Sources: Trust Agreement (Accredited Mortgage Loan Trust 2005-4), Trust Agreement (Accredited Mortgage Loan Trust 2005-3)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(c) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Program Documents, including the principal of and interest on the NotesNotes or any amounts payable on the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(f) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2016-2 Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (GMF Leasing LLC), Trust Agreement (GMF Leasing LLC)
Acceptance of Trusts and Duties. 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 Trust Agreement. Each of the Owner Trustee and the Basic Documents. The Owner Trustee Certificate Paying Agent also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholders permitted under this Trust Agreement;
(cb) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ed) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(fe) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, Certificate Registrar or the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer Seller under the Sale and Servicing Home Equity Loan Purchase Agreement; and
(gf) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5.
Appears in 2 contracts
Sources: Trust Agreement (Merrill Lynch Mortgage Investors Inc), Trust Agreement (Merrill Lynch Mortgage Investors Inc)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee (except in the case of willful misconduct, bad faith or gross negligence);
(bii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(ciii) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(eiv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(fv) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2023-1 Servicing Agreement; and;
(gvi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act providedact;
(vii) in no event shall the Owner Trustee, that its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(viii) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof.
(b) under no circumstances shall the Owner Trustee be liable for its negligence any representations, warranties or willful misconduct in the event that it assumes the duties and obligations covenants of the Indenture Trustee Issuer or any other person or the indebtedness evidenced by or arising under any of the Sale Program Documents, including the principal of and Servicing Agreement pursuant to Section 10.5interest on the Notes or any amounts payable on the Trust Certificates.
Appears in 2 contracts
Sources: Trust Agreement (GM Financial Automobile Leasing Trust 2023-1), Trust Agreement (GM Financial Automobile Leasing Trust 2023-1)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee (except in the case of willful misconduct, bad faith or gross negligence);
(bii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(ciii) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(eiv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(fv) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2019-1 Servicing Agreement; and;
(gvi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act providedact;
(vii) in no event shall the Owner Trustee, that its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(viii) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof.
(b) under no circumstances shall the Owner Trustee be liable for its negligence any representations, warranties or willful misconduct in the event that it assumes the duties and obligations covenants of the Indenture Trustee Issuer or any other person or the indebtedness evidenced by or arising under any of the Sale Program Documents, including the principal of and Servicing Agreement pursuant to Section 10.5interest on the Notes or any amounts payable on the Trust Certificates.
Appears in 2 contracts
Sources: Trust Agreement (GMF Leasing LLC), Trust Agreement (GMF Leasing LLC)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it each of them constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholders permitted under this Trust Agreement;
(cb) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ed) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed by the Owner Trustee, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, Certificate Registrar, the RMBS Master Servicer, the HELOC Back-up Servicer, the RMBS Servicer or the HELOC Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the RMBS Master Servicer or Servicer under the Sale and RMBS Master Servicing Agreement, the HELOC Back-up Servicer under the HELOC Back-up Servicing Agreement, the RMBS Servicer under the RMBS Servicing Agreement or the HELOC Servicer under the HELCO Servicing Agreement; and
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith, grossly negligent failure to act or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (American Home Mortgage Investment Trust 2005-1), Trust Agreement (American Home Mortgage Investment Trust 2005-2)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee (except in the case of willful misconduct, bad faith or gross negligence);
(bii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(ciii) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(eiv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(fv) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2022-2 Servicing Agreement; and;
(gvi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act providedact;
(vii) in no event shall the Owner Trustee, that its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(viii) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof.
(b) under no circumstances shall the Owner Trustee be liable for its negligence any representations, warranties or willful misconduct in the event that it assumes the duties and obligations covenants of the Indenture Trustee Issuer or any other person or the indebtedness evidenced by or arising under any of the Sale Program Documents, including the principal of and Servicing Agreement pursuant to Section 10.5interest on the Notes or any amounts payable on the Trust Certificates.
Appears in 2 contracts
Sources: Trust Agreement (GM Financial Automobile Leasing Trust 2022-2), Trust Agreement (GM Financial Automobile Leasing Trust 2022-2)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee (except in the case of willful misconduct, bad faith or gross negligence);
(bii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(ciii) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(eiv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(fv) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2023-3 Servicing Agreement; and;
(gvi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act providedact;
(vii) in no event shall the Owner Trustee, that its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(viii) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof.
(b) under no circumstances shall the Owner Trustee be liable for its negligence any representations, warranties or willful misconduct in the event that it assumes the duties and obligations covenants of the Indenture Trustee Issuer or any other person or the indebtedness evidenced by or arising under any of the Sale Program Documents, including the principal of and Servicing Agreement pursuant to Section 10.5interest on the Notes or any amounts payable on the Trust Certificates.
Appears in 2 contracts
Sources: Trust Agreement (GM Financial Automobile Leasing Trust 2023-3), Trust Agreement (GM Financial Automobile Leasing Trust 2023-3)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee (except in the case of willful misconduct, bad faith or gross negligence);
(bii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(ciii) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(eiv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(fv) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2019-3 Servicing Agreement; and;
(gvi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act providedact;
(vii) in no event shall the Owner Trustee, that its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(viii) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof.
(b) under no circumstances shall the Owner Trustee be liable for its negligence any representations, warranties or willful misconduct in the event that it assumes the duties and obligations covenants of the Indenture Trustee Issuer or any other person or the indebtedness evidenced by or arising under any of the Sale Program Documents, including the principal of and Servicing Agreement pursuant to Section 10.5interest on the Notes or any amounts payable on the Trust Certificates.
Appears in 2 contracts
Sources: Trust Agreement (GMF Leasing LLC), Trust Agreement (GMF Leasing LLC)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or gross negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of Owner Trustee so long as the Owner Trusteesame shall not constitute negligence, bad faith or willful misconduct;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Depositor, Master Servicer, Administrator or the Ownersany Certificateholder;
(c) no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesNotes or amounts distributable on the Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and in the Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Servicer, Custodian, Certificate Registrar, Paying Agent or the Servicer Administrator under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuer under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Indenture, Master Servicer or Servicer Custodian under the Sale and Servicing Agreement, Administrator under the Administration Agreement or Certificate Registrar or Paying Agent hereunder; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or written direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (Wells Fargo Financial Auto Owner Trust 2005-A), Trust Agreement (Ace Sec Corp Wells Fargo Financial Auto Owner Trust 2004-A)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee (except in the case of willful misconduct, bad faith or gross negligence);
(bii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(ciii) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(eiv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(fv) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2025-1 Servicing Agreement; and;
(gvi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act providedact;
(vii) in no event shall the Owner Trustee, that its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(viii) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof.
(b) under no circumstances shall the Owner Trustee be liable for its negligence any representations, warranties or willful misconduct in the event that it assumes the duties and obligations covenants of the Indenture Trustee Issuer or any other person or the indebtedness evidenced by or arising under any of the Sale Program Documents, including the principal of and Servicing Agreement pursuant to Section 10.5interest on the Notes or any amounts payable on the Trust Certificates.
Appears in 2 contracts
Sources: Trust Agreement (GM Financial Automobile Leasing Trust 2025-1), Trust Agreement (GM Financial Automobile Leasing Trust 2025-1)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee (except in the case of willful misconduct, bad faith or gross negligence);
(bii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(ciii) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(eiv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(fv) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2020-3 Servicing Agreement; and;
(gvi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act providedact;
(vii) in no event shall the Owner Trustee, that its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(viii) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof.
(b) under no circumstances shall the Owner Trustee be liable for its negligence any representations, warranties or willful misconduct in the event that it assumes the duties and obligations covenants of the Indenture Trustee Issuer or any other person or the indebtedness evidenced by or arising under any of the Sale Program Documents, including the principal of and Servicing Agreement pursuant to Section 10.5interest on the Notes or any amounts payable on the Trust Certificates.
Appears in 2 contracts
Sources: Trust Agreement (GM Financial Automobile Leasing Trust 2020-3), Trust Agreement (GM Financial Automobile Leasing Trust 2020-3)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee (except in the case of willful misconduct, bad faith or gross negligence);
(bii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(ciii) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(eiv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(fv) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2021-3 Servicing Agreement; and;
(gvi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act providedact;
(vii) in no event shall the Owner Trustee, that its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(viii) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof.
(b) under no circumstances shall the Owner Trustee be liable for its negligence any representations, warranties or willful misconduct in the event that it assumes the duties and obligations covenants of the Indenture Trustee Issuer or any other person or the indebtedness evidenced by or arising under any of the Sale Program Documents, including the principal of and Servicing Agreement pursuant to Section 10.5interest on the Notes or any amounts payable on the Trust Certificates.
Appears in 2 contracts
Sources: Trust Agreement (GM Financial Automobile Leasing Trust 2021-3), Trust Agreement (GM Financial Automobile Leasing Trust 2021-3)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Transaction Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic other Transaction Document under any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.03 expressly made by the Owner TrusteeTrustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner TrusteeTrustee which did not result from gross negligence on the part of such responsible officer;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Owner;
(c) no provision of this Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Trust Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate of authentication on the Residual Interest CertificatesTrust Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Owner, other than as expressly provided for herein and or expressly agreed to in the Basic Transaction Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Trust Depositor, the Company, the Indenture Trustee, the Master Servicer Trustee or the Servicer under any of the Basic Transaction Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic other Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer Servicer, or Servicer the Trust Depositor under the Sale Transfer and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this the Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Transaction Document, at the request, order or direction of any of the OwnersOwner, unless such Owners have Owner has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (Orix Credit Alliance Receivables Trust 2000-A), Trust Agreement (Orix Credit Alliance Receivables Trust 2000 B)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(c) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Program Documents, including the principal of and interest on the NotesNotes or any amounts payable on the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(f) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 20 - Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (ACAR Leasing Ltd.), Trust Agreement (ACAR Leasing Ltd.)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its the duties hereunder with respect expressly required to such trusts but only upon be performed by the terms of this Agreement and the Basic DocumentsOwner Trustee hereunder. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the Basic other Transaction Documents and this Agreementto which the Trust is a party. The Owner Trustee shall not be personally answerable or accountable hereunder or under any Basic other Transaction Document under any circumstances, except for liability to the Trust and the Depositor (ia) for its own willful misconduct misconduct, bad faith or gross negligence or (iib) in the case of the inaccuracy breach of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be personally liable for any error of judgment made in good faith by a responsible officer of the Owner TrusteeTrustee unless it is proved that the Owner Trustee was grossly negligent in ascertaining the pertinent facts;
(bii) the Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the provisions of this Agreement at the instructions of the Indenture Trustee, the Insurer, the Depositor, the Administrator or the OwnersServicer or other instructions given in accordance with this Agreement or any other Transaction Document;
(ciii) no provision of this Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder or under any Basic other Transaction Document if the Owner Trustee shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity satisfactory to it in its individual capacity against such risk or liability is not reasonably assured or provided to itit in its individual capacity;
(div) under no circumstances shall the Owner Trustee be personally liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, the Certificate, the Notes or other indebtedness of the Trust, including the principal of and interest on the Notes;
(ev) the Owner Trustee shall not be responsible or personally liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Certificates, Transaction Documents and the Owner Trustee shall in no event assume or incur any personal liability, duty, or obligation to any Noteholder Noteholder, the Depositor or to any Owner, other Person other than as expressly provided for herein and in the Basic Documentsherein;
(fvi) the Owner Trustee shall not be personally liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Trustee or the Servicer any other Person under any of the Basic Transaction Documents or otherwise otherwise, and the Owner Trustee shall have no duty to monitor or supervise any other trustee hereunder, if any, the Certificate Registrar (if other than the Owner Trustee), the Administrator, the Paying Agent with respect to the Certificate (if other than the Owner Trustee), any agent or independent contractor of the Trust, any delegatee of any trustee or any other Person and the Owner Trustee (as such in its individual capacity) shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic other Transaction Documents that are not expressly required to be performed by the Owner Trustee or that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; andAllocation Agreement or the Indenture Trustee under the Indenture;
(gvii) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, Agreement or any other Transaction Document or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, other Transaction Document at the request, order or direction of any of the OwnersDepositor or otherwise, unless such Owners have offered to the Owner Trustee (as such and in its individual capacity) has been offered security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable or liable in its individual capacity except to the Trust or the Depositor for other than its own willful misconduct, bad faith or gross negligence or willful misconduct in the performance of any such act provided, that act;
(viii) under no circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, agreement or indebtedness of the Trust; and
(ix) in any capacity in which it may act (or refrain from acting) pursuant to this Agreement or the other Transaction Documents, the Owner Trustee (as such and in its individual capacity) shall be liable for its negligence or willful misconduct in entitled to the event that it assumes the duties and obligations benefits of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5Trust Agreement.
Appears in 2 contracts
Sources: Trust Agreement (First Investors Financial Services Group Inc), Trust Agreement (First Investors Financial Services Group Inc)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee (except in the case of willful misconduct, bad faith or gross negligence);
(bii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(ciii) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(eiv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(fv) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2024-3 Servicing Agreement; and;
(gvi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act providedact;
(vii) in no event shall the Owner Trustee, that its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(viii) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof.
(b) under no circumstances shall the Owner Trustee be liable for its negligence any representations, warranties or willful misconduct in the event that it assumes the duties and obligations covenants of the Indenture Trustee Issuer or any other person or the indebtedness evidenced by or arising under any of the Sale Program Documents, including the principal of and Servicing Agreement pursuant to Section 10.5interest on the Notes or any amounts payable on the Trust Certificates.
Appears in 2 contracts
Sources: Trust Agreement (GM Financial Automobile Leasing Trust 2024-3), Trust Agreement (GM Financial Automobile Leasing Trust 2024-3)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and subject to the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the other Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful breach or misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 8.03 expressly made by the Owner TrusteeTrustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the The Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator Certificateholders or the OwnersNote Insurer given in accordance with this Agreement;
(c) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(e) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholders, other than as expressly provided for herein and in the other Basic Documents;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, Trustee or the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration AgreementSponsor, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; andServicer;
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Sponsor, any of the OwnersCertificateholders or the Note Insurer, unless such Owners Certificateholders, the Sponsor or the Note Insurer have offered to the Owner Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful breach or misconduct in the performance of any such act providedact; and
(h) Notwithstanding anything contained herein to the contrary, that the neither U.S. Bank Trust, National Association in its individual capacity nor as Owner Trustee shall be liable required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by U.S. Bank Trust, National Association; or (iii) subject U.S. Bank Trust, National Association to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by U.S. Bank Trust, National Association in its negligence individual capacity or willful misconduct as Owner Trustee, as the case may be, contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of the Sponsor to determine whether any action required to be taken pursuant to this Agreement or the other Basic Documents results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that it assumes said counsel advises the duties and obligations of Owner Trustee that such action will result in such consequences, the Indenture Owner Trustee under the Sale and Servicing Agreement will appoint an additional trustee pursuant to Section 10.511.05 hereof to proceed with such action.
Appears in 2 contracts
Sources: Trust Agreement (Accred Home LNDRS Inc Ac Mor Ln Tr 2002-1 as Bk Nt Se 2002-1), Trust Agreement (Accred Home LNDRS Inc Ac Mor Ln Tr 2002-1 as Bk Nt Se 2002-1)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee Trustee, in its individual capacity, shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or gross negligence (except as provided in Section 7.01(g)) or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.03 expressly made by the Owner TrusteeTrustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the The Owner Trustee Trustee, in its individual capacity, shall not be liable for any error of judgment made by a responsible officer Trust Officer of the Owner Trustee;
(b) the The Owner Trustee (either in its individual capacity or as Owner Trustee) shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Certificateholder;
(c) no No provision of this Agreement or any Basic Document shall require the Owner Trustee Trustee, in its individual capacity, to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under Under no circumstances shall the Owner Trustee Trustee, in its individual capacity, be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(e) the The Owner Trustee Trustee, in its individual capacity, shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee Trustee, in its individual capacity, shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the other Basic Documents;
(f) the The Owner Trustee (either in its individual capacity or as Owner Trustee) shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the CompanyMaster Servicer, the Indenture Trustee, the Master Servicer Trustee or the Servicer any other Person under any of the Basic Documents or otherwise otherwise, and the Owner Trustee (either in its individual capacity or as Owner Trustee) shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Master Servicer or Servicer under the Sale and Servicing Agreement; and
(g) the The Owner Trustee (either in its individual capacity or as Owner Trustee) shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security security, in its individual capacity, or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee Trustee, in its individual capacity, therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (Regions Auto Receivables Trust 2003-1), Trust Agreement (Regions Auto Receivables Trust 2002-1)
Acceptance of Trusts and Duties. 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 and the Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Owners;
(c) no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Owner, other than as expressly provided for herein and in the Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the Owners, unless such Owners have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5.
Appears in 2 contracts
Sources: Owner Trust Agreement (Bcap LLC), Owner Trust Agreement (Securitized Asset Backed Receivables LLC)
Acceptance of Trusts and Duties. 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 and the Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholders;
(c) no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and in the Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the AdministratorSeller, the Depositor, the Company, the Indenture Trustee, the Master Servicer Trust Paying Agent, the Manager or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or Indenture, the Master Servicer or Servicer under the Sale and Servicing Agreement, the Trust Paying Agent under this Agreement or the Manager under the Management Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act providedact.
(h) Notwithstanding anything contained herein to the contrary, that neither Wilmington Trust Company nor the Owner Trustee shall be liable required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by Wilmington Trust Company; or (iii) subject Wilmington Trust Company to personal jurisdiction in any jurisdiction other than the State of Delaware for its negligence causes of action arising from acts unrelated to the consummation of the transactions by Wilmington Trust Company or willful misconduct the Owner Trustee, as the case may be, contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of Mortgage Lenders Network) to determine whether any action required to be taken pursuant to the Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that it assumes said counsel advises the duties and obligations of Owner Trustee that such action will result in such consequences, the Indenture Owner Trustee under the Sale and Servicing Agreement will appoint an additional trustee pursuant to Section 10.510.5 hereof to proceed with such action.
Appears in 2 contracts
Sources: Deposit Trust Agreement (Residential Asset Funding Corp), Deposit Trust Agreement (Residential Asset Funding Corp)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee (except in the case of willful misconduct, bad faith or gross negligence);
(bii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(ciii) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(eiv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(fv) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2024-1 Servicing Agreement; and;
(gvi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act providedact;
(vii) in no event shall the Owner Trustee, that its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(viii) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof.
(b) under no circumstances shall the Owner Trustee be liable for its negligence any representations, warranties or willful misconduct in the event that it assumes the duties and obligations covenants of the Indenture Trustee Issuer or any other person or the indebtedness evidenced by or arising under any of the Sale Program Documents, including the principal of and Servicing Agreement pursuant to Section 10.5interest on the Notes or any amounts payable on the Trust Certificates.
Appears in 2 contracts
Sources: Trust Agreement (GM Financial Automobile Leasing Trust 2024-1), Trust Agreement (GM Financial Automobile Leasing Trust 2024-1)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee (except in the case of willful misconduct, bad faith or gross negligence);
(bii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(ciii) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(eiv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(fv) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2025-3 Servicing Agreement; and;
(gvi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act providedact;
(vii) in no event shall the Owner Trustee, that its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(viii) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof.
(b) under no circumstances shall the Owner Trustee be liable for its negligence any representations, warranties or willful misconduct in the event that it assumes the duties and obligations covenants of the Indenture Trustee Issuer or any other person or the indebtedness evidenced by or arising under any of the Sale Program Documents, including the principal of and Servicing Agreement pursuant to Section 10.5interest on the Notes or any amounts payable on the Trust Certificates.
Appears in 2 contracts
Sources: Trust Agreement (GM Financial Automobile Leasing Trust 2025-3), Trust Agreement (GM Financial Automobile Leasing Trust 2025-3)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Owners;
(c) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(db) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ec) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(fd) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(e) The Owner Trustee shall not be liable for the default or misconduct of the AdministratorCredit Enhancer, the Depositor, the Company, the Indenture Trustee, the Master Servicer Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or Indenture, the Master Servicer or Servicer under the Sale and Servicing Agreement or the Seller under the Home Equity Loan Purchase Agreement; and
(gf) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the Owners, Certificateholders or Credit Enhancer unless such Owners have offered to the Owner Trustee has been offered security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (Morgan Stanley Abs Capital I Inc MSDWCC Heloc Trust 2003-1), Trust Agreement (Heloc Asset-Backed Notes Series 2003-2)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(c) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Program Documents, including the principal of and interest on the NotesNotes or any amounts payable on the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(f) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2015-2 Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (GMF Leasing LLC), Trust Agreement (GMF Leasing LLC)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Transaction Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic other Transaction Document under any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Owner;
(c) no provision of this Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Trust Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate of authentication on the Residual Interest CertificatesTrust Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Owner, other than as expressly provided for herein and or expressly agreed to in the Basic Transaction Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Trust Depositor, the Company, the Indenture Trustee, the Master Servicer Trustee or the Servicer under any of the Basic Transaction - 15 - Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic other Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer Servicer, or Servicer the Trust Depositor under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this the Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Transaction Document, at the request, order or direction of any of the OwnersOwner, unless such Owners Owner have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (Harley Davidson Customer Funding Corp), Trust Agreement (Harley Davidson Customer Funding Corp)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Trust Estate upon the terms of this Agreement and the other Basic Documents and this AgreementDocuments. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Owner;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesNotes or the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any Owner, other than as expressly provided for herein and or expressly agreed to in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the WFSRC3, as Seller or Depositor, the Company, the Indenture Trustee, Trustee or the Master Servicer or the Servicer under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Owner Trustee or the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer WFSRC3, as Seller or Depositor, under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Owners, unless such Owners have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (WFS Receivables Corp 3), Trust Agreement (WFS Receivables Corp 3)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (ia) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (iib) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholders permitted under this Trust Agreement;
(cb) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ed) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, Certificate Registrar or the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer Seller under the Sale and Servicing Mortgage Loan Purchase Agreement; and.
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The ; and the right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (Peoples Choice Home Loan Securities Trust Series 2005-3), Trust Agreement (Peoples Choice Home Loan Securities Trust Series 2005-4)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(c) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Program Documents, including the principal of and interest on the NotesNotes or any amounts payable on the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(f) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2015-1 Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (GM Financial Automobile Leasing Trust 2015-1), Trust Agreement (GM Financial Automobile Leasing Trust 2015-1)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee (except in the case of willful misconduct, bad faith or gross negligence);
(bii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(ciii) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(eiv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(fv) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2021-1 Servicing Agreement; and;
(gvi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act providedact;
(vii) in no event shall the Owner Trustee, that its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(viii) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof.
(b) under no circumstances shall the Owner Trustee be liable for its negligence any representations, warranties or willful misconduct in the event that it assumes the duties and obligations covenants of the Indenture Trustee Issuer or any other person or the indebtedness evidenced by or arising under any of the Sale Program Documents, including the principal of and Servicing Agreement pursuant to Section 10.5interest on the Notes or any amounts payable on the Trust Certificates.
Appears in 2 contracts
Sources: Trust Agreement (GM Financial Automobile Leasing Trust 2021-1), Trust Agreement (GM Financial Automobile Leasing Trust 2021-1)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it each of them constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholder permitted under this Trust Agreement;
(cb) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ed) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificate, other than the certificate of authentication on the Residual Interest CertificatesCertificate, if executed by the Owner Trustee, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Ownerthe Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, Certificate Registrar, the Master Servicer or the any Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or Indenture, the Master Servicer or under the Master Servicing Agreement, the Servicer under the Sale and Servicing Agreement; and
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholder, unless such Owners have Certificateholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith, grossly negligent failure to act or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (American Home Mortgage Investment Trust 2006-3), Trust Agreement (American Home Mortgage Investment Trust 2007-2)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee (except in the case of willful misconduct, bad faith or gross negligence);
(bii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(ciii) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(eiv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(fv) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 20__-_ Servicing Agreement; and;
(gvi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act providedact;
(vii) in no event shall the Owner Trustee, that its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(viii) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof.
(b) under no circumstances shall the Owner Trustee be liable for its negligence any representations, warranties or willful misconduct in the event that it assumes the duties and obligations covenants of the Indenture Trustee Issuer or any other person or the indebtedness evidenced by or arising under any of the Sale Program Documents, including the principal of and Servicing Agreement pursuant to Section 10.5interest on the Notes or any amounts payable on the Trust Certificates.
Appears in 2 contracts
Sources: Trust Agreement (ACAR Leasing Ltd.), Trust Agreement (ACAR Leasing Ltd.)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee (except in the case of willful misconduct, bad faith or gross negligence);
(bii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(ciii) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(eiv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(fv) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2025-2 Servicing Agreement; and;
(gvi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act providedact;
(vii) in no event shall the Owner Trustee, that its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(viii) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof.
(b) under no circumstances shall the Owner Trustee be liable for its negligence any representations, warranties or willful misconduct in the event that it assumes the duties and obligations covenants of the Indenture Trustee Issuer or any other person or the indebtedness evidenced by or arising under any of the Sale Program Documents, including the principal of and Servicing Agreement pursuant to Section 10.5interest on the Notes or any amounts payable on the Trust Certificates.
Appears in 2 contracts
Sources: Trust Agreement (GM Financial Automobile Leasing Trust 2025-2), Trust Agreement (GM Financial Automobile Leasing Trust 2025-2)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(c) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Program Documents, including the principal of and interest on the NotesNotes or any amounts payable on the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(f) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2016-3 Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (GMF Leasing LLC), Trust Agreement (GMF Leasing LLC)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, negligence or gross negligence bad faith or negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Owners;
(c) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(db) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ec) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company Holder of the Designated Certificate or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(fd) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(e) The Owner Trustee shall not be liable for the default or misconduct of the AdministratorHolder of the Designated Certificate, the Depositor, the Company, the Indenture Trustee, Trustee or the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer Designated Seller under the Sale and Servicing Designated Seller's Agreement; andand [NY01:241702.4] 16069-00382 12/19/96 10:59pm 21
(gf) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (Residential Funding Mortgage Securities Ii Inc), Trust Agreement (Residential Funding Mortgage Securities Ii Inc)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Trust Estate upon the terms of this Agreement and the other Basic Documents and this AgreementDocuments. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Owner Trustee;
(bii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Owner;
(ciii) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(div) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesNotes or the Trust Certificates;
(ev) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any Owner, other than as expressly provided for herein and or expressly agreed to in the other Basic Documents;
(fvi) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the WFSRC3, as Seller or Depositor, the Company, the Indenture Trustee, Trustee or the Master Servicer or the Servicer under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Owner Trustee or the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer WFSRC3, as Seller or Depositor, under the Sale and Servicing Agreement; and;
(gvii) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Owners, unless such Owners have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act providedact; and
(viii) notwithstanding anything to the contrary herein or in any other document, that the Owner Trustee shall not be liable for its negligence required to execute, deliver or willful misconduct in the event that it assumes the duties and obligations certify on behalf of the Indenture Trustee Trust or any other Person any filings, certificates, affidavits or other instruments required under the Sale and Servicing Agreement Sarbanes-Oxley Act of 2002; notwithstanding any Person's right to inst▇▇▇▇ ▇▇▇ Owner Trustee, neither the Owner Trustee nor any agent, employee, director or officer of the Owner Trustee shall have any obligation to execute any certificates or other documents required pursuant to Section 10.5the Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated ▇▇▇▇▇▇▇▇▇▇ and the refusal to comply with any such instructions shall not constitute a default or breach under any Basic Document.
Appears in 2 contracts
Sources: Trust Agreement (WFS Receivables Corp 3), Trust Agreement (WFS Receivables Corp 3)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it each of them constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholders permitted under this Trust Agreement;
(cb) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ed) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed by the Owner Trustee, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, Certificate Registrar or the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; and
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith, grossly negligent failure to act or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (American Home Mortgage Investment Trust 2004-2), Trust Agreement (American Home Mortgage Investment Trust 2004-3)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner TrusteeBank. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholders permitted under this Trust Agreement;
(cb) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ed) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed and authenticated by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(fe) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Certificate Registrar or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or Indenture, the Master Servicer or Servicer under the Sale and Servicing Agreement or the Seller under the Mortgage Loan Purchase Agreement; and.
(gf) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 2 contracts
Sources: Trust Agreement (New Century Home Equity Loan Trust 2006-2), Trust Agreement (New Century Home Equity Loan Trust 2006-1)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Owners;
(c) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(db) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ec) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(fd) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(e) The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer Seller under the Sale and Servicing Mortgage Loan Purchase Agreement; and
(gf) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 1 contract
Sources: Trust Agreement (C-Bass Mortgage Loan as-BCK Nt Sal Mort Ln Tr Ser 2001-Cb4)
Acceptance of Trusts and Duties. 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 and the Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Owners;
(c) no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Owner, other than as expressly provided for herein and in the Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Grantor Trustee, the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture Indenture, the Grantor Trustee under the Grantor Trust Agreement or the Master Servicer or Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the Owners, unless such Owners have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5.
Appears in 1 contract
Sources: Owner Trust Agreement (Empire Funding Home Loan Owner Trust 1998 3)
Acceptance of Trusts and Duties. Except as otherwise provided in this Article IX, in accepting the trusts hereby created, the Owner Trustee acts solely as trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Basic Trust Document shall look only to the Owner Trust Estate for payment or satisfaction thereof. 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 and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable liable or accountable hereunder or under any Basic Trust Document under any circumstances, except (i) for its own negligent action, its own negligent failure to act or its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 9.6 and expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable at any time have any responsibility or liability for or with respect to the legality, validity and enforceability of any error of judgment made by a responsible officer Contract, any Purchased Contract Receivable or for or with respect to the sufficiency of the Owner TrusteeTrust Estate or its ability to generate the distributions and payments to be made to Certificateholders under this Agreement;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator Servicer or the Ownersany Certificateholder in accordance with this Agreement;
(c) no provision of this Agreement or any Basic Trust Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document Trust Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Trust Documents, including the principal of Investor Certificate Balance and interest any return on the NotesInvestor Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of of, and the Owner Trustee does not make any representation as to the validity or sufficiency of, any provision of this Agreement or for the due execution hereof by the Depositor or the Company Servicer or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, the Certificates (other than the certificate of authentication on the Residual Interest Certificates) or of any Contract, any Purchased Contract Receivables or any related documents, and the Owner Trustee shall not in no any event assume or incur any liability, duty, duty or obligation to any Noteholder Investor Certificateholder or to any Ownerthe Servicer, other than as expressly provided for herein and in the Basic Trust Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer Seller under any of the Basic Trust Documents or otherwise otherwise, and the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Trust Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall not be under no any obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Trust Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Trust Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 1 contract
Sources: Trust Agreement (Crystal Oil Co)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it each of them constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholder permitted under this Trust Agreement;
(cb) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ed) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificate, other than the certificate of authentication on the Residual Interest CertificatesCertificate, if executed by the Owner Trustee, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Ownerthe Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, Certificate Registrar, the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer under the Master Servicing Agreement or the Servicer under the Sale and Servicing Agreement; and
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholder, unless such Owners have Certificateholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith, grossly negligent failure to act or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 1 contract
Sources: Trust Agreement (American Home Mortgage Investment Trust 2006-1)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it each of them constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator Certificateholders or the Ownersany other Person permitted under this Trust Agreement;
(cb) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ed) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company any other Person or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificate, other than the certificate of authentication on the Residual Interest CertificatesCertificate, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency other than the filing of the Certificate of Trust and any financing statements;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Depositor, Securities Administrator, the Depositor, the Company, the Indenture Trustee, Certificate Registrar, Certificate Paying Agent or the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Depositor, Indenture Trustee, Certificate Registrar, Certificate Paying Agent, Securities Administrator under or the Administration Agreement, the Indenture Trustee Master Servicer or under the Indenture or the Master Servicer Seller or Servicer any other Person under the Sale and Servicing Agreement; andBasic Documents.
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 1 contract
Sources: Trust Agreement (Citigroup Mortgage Loan Trust 2006-Ar1)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner TrusteeBank. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholders permitted under this Trust Agreement;
(cb) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ed) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed and authenticated by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(fe) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Certificate Registrar or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or Indenture, the Master Servicer or Servicer under the Sale and Servicing Agreement or the Seller under the Purchase Agreement; and.
(gf) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 1 contract
Sources: Trust Agreement (Home Loan Mortgage Loan Trust 2004-2)
Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or gross negligence negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(ai) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Owner TrusteeTrustee (except in the case of willful misconduct, bad faith or gross negligence);
(bii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Trust Certificateholder;
(ciii) no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(eiv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerTrust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Program Documents;
(fv) the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other person under any of the Basic Program Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and 2022-1 Servicing Agreement; and;
(gvi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the OwnersTrust Certificateholders, unless such Owners Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act providedact;
(vii) in no event shall the Owner Trustee, that its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(viii) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof.
(b) under no circumstances shall the Owner Trustee be liable for its negligence any representations, warranties or willful misconduct in the event that it assumes the duties and obligations covenants of the Indenture Trustee Issuer or any other person or the indebtedness evidenced by or arising under any of the Sale Program Documents, including the principal of and Servicing Agreement pursuant to Section 10.5interest on the Notes or any amounts payable on the Trust Certificates.
Appears in 1 contract
Sources: Trust Agreement (GM Financial Automobile Leasing Trust 2022-1)
Acceptance of Trusts and Duties. 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 and the Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Owners;
(c) no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Owner, other than as expressly provided for herein and in the Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the DepositorSeller, the Company, the Indenture Trustee, the Master Servicer Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the Owners, unless such Owners have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Co- Owner Trustee under the Sale and Servicing Agreement pursuant to Section 10.510.5 hereof.
Appears in 1 contract
Acceptance of Trusts and Duties. 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 and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Transaction Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic other Transaction Document under any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.03 expressly made by the Owner TrusteeTrustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):): -12-
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner TrusteeTrustee which did not result from gross negligence on the part of such responsible officer;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersOwner;
(c) no provision of this Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Trust Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate of authentication on the Residual Interest CertificatesTrust Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any the Owner, other than as expressly provided for herein and or expressly agreed to in the Basic Transaction Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the Owners, unless such Owners have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5.
Appears in 1 contract
Acceptance of Trusts and Duties. 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 and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Trust Estate upon the terms of this Agreement and the other Basic Documents and this AgreementDocuments. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Ownersany Owner;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesNotes or the Trust Certificates;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any Owner, other than as expressly provided for herein and or expressly agreed to in the other Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the WFSRC3, as Seller or Depositor, the Company, the Indenture Trustee, Trustee or the Master Servicer or the Servicer under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Owner Trustee or the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer WFSRC3, as Seller or Depositor, under the Sale and Servicing Agreement; and;
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Owners, unless such Owners have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The ; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act providedact;
(h) notwithstanding anything to the contrary herein or in any other document, that the Owner Trustee shall not be liable for its negligence required to execute, deliver or willful misconduct in the event that it assumes the duties and obligations certify on behalf of the Indenture Trustee Trust or any other Person any filings, certificates, affidavits or other instruments required under the Sale and Servicing Agreement ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; and
(i) notwithstanding any Person's right to instruct the Owner Trustee, neither the Owner Trustee nor any agent, employee, director or officer of the Owner Trustee shall have any obligation to execute any certificates or other documents required pursuant to Section 10.5the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the rules and regulations promulgated thereunder and the refusal to comply with any such instructions shall not constitute a default or breach under any Basic Document.
Appears in 1 contract
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it each of them constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersTrust Certificateholder permitted under this Trust Agreement;
(cb) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesSecurities;
(ed) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Securities, the Trust Certificate, other than the certificate of authentication on the Residual Interest CertificatesTrust Certificate, if executed by the Owner Trustee, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder Securityholder or to any Ownerthe Trust Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, Certificate Registrar, the Master Servicer or the any Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or Indenture, the Master Servicer or under the Master Servicing Agreement, the Servicer under the Sale and Servicing Agreement; and
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersTrust Certificateholder, unless such Owners have Trust Certificateholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith, grossly negligent failure to act or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 1 contract
Sources: Trust Agreement (American Home Mortgage Investment Trust 2007-1)
Acceptance of Trusts and Duties. 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 and the Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Owners;
(c) no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Owner, other than as expressly provided for herein and in the Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement or the Servicer under the Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the Owners, unless such Owners have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5.
Appears in 1 contract
Sources: Owner Trust Agreement (Painewebber Mort Acce Corp Iv Fremont Home Ln Own Tr 1999-2)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and subject to the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the other Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful breach or misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 8.03 expressly made by the Owner TrusteeTrustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the The Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholders given in accordance with this Agreement;
(c) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(e) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholders, other than as expressly provided for herein and in the other Basic Documents;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration AgreementSponsor, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; andServicer;
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Sponsor or any of the OwnersCertificateholders, unless such Owners Certificateholders, or the Sponsor have offered to the Owner Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful breach or misconduct in the performance of any such act providedact; and
(h) Notwithstanding anything contained herein to the contrary, that the neither U.S. Bank Trust National Association in its individual capacity nor as Owner Trustee shall be liable required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by U.S. Bank Trust National Association; or (iii) subject U.S. Bank Trust National Association to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by U.S. Bank Trust National Association in its negligence individual capacity or willful misconduct as Owner Trustee, as the case may be, contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of the Sponsor to determine whether any action required to be taken pursuant to this Agreement or the other Basic Documents results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that it assumes said counsel advises the duties and obligations of Owner Trustee that such action will result in such consequences, the Indenture Owner Trustee under the Sale and Servicing Agreement will appoint an additional trustee pursuant to Section 10.511.05 hereof to proceed with such action.
Appears in 1 contract
Sources: Trust Agreement (Accredited Mortgage Loan Trust 2005-2)
Acceptance of Trusts and Duties. 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 and the Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section SECTION 7.3 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Owners;
(c) no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement (or to make any investigation of a matter arising hereunder) or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Owner, other than as expressly provided for herein and in the Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Grantor Trustee, the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture Indenture, the Grantor Trustee under the Grantor Trust Agreement or the Master Servicer or Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the Owners, unless such Owners have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section SECTION 10.5.
Appears in 1 contract
Sources: Owner Trust Agreement (Painewebber Mort Accept Corp Iv Empire Funding 1999-1)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Owners;
(c) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(db) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ec) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(fd) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(e) The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer Seller under the Sale and Servicing Revolving Credit Loan Purchase Agreement; and
(gf) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 1 contract
Acceptance of Trusts and Duties. 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 and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee Trust Company shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Trust and the Certificateholders (i) for its own willful misconduct misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee Trust Company shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Owner Trustee;
(b) the Owner Trustee Trust Company shall not be liable with respect to any action taken or omitted to be taken by it the Owner Trustee in accordance with the instructions of the Administrator Trustee, the Servicer, the Holder of the GP Interest, the Holder of the Voting Interest, Majority Securityholders, or the Ownersany Certificateholder or in reliance on any provision of this Agreement;
(c) no provision of this Agreement or any Basic Document shall require the Owner Trustee Trust Company to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee Trust Company shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee Trust Company be liable for the Certificates or any amount due and owing thereon, any other interest in or indebtedness of the Trust, or indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Series 1997-I Notes;
(e) the Owner Trustee Trust Company shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company any other party hereto, or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Trust Certificates, and the Owner Trustee Trust Company shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerCertificateholder or other Person, other than as expressly provided for herein and in the Basic Documentsherein;
(f) the Owner Trustee Trust Company shall not be liable for the default or misconduct of the Administrator, Trustee or the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer Holder of the GP Interest or the Originators or the Representative or the Holder of the Voting Interest or the Holders or the Certificate Registrar (if not the Owner Trustee) or the Paying Agent (if not the Owner Trustee) under any of the Basic Documents or otherwise and the Owner Trustee Trust Company shall have no obligation or liability to monitor or insure compliance by the Trustee or the Servicer or the Holder of the GP Interest or the Originators or the Representative or the Holder of the Voting Interest or the Holders or the Certificate Registrar (if not the Owner Trustee) or the Paying Agent (if not the Owner Trustee) with any agreement to which it is a party or to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement or the Holder of the GP Interest under this Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the OwnersTrustee, the Certificateholders or Majority Securityholders or the Holder of the Voting Interest, unless such Owners Trustee, Certificateholders, Majority Securityholders or Holder of the Voting Interest have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and and, except as otherwise provided in the Owner Trustee third sentence of this Section 7.1, the Trust Company shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 1 contract
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon pursuant to the terms of this Agreement. The Owner Trustee and the Certificate Paying Agent also agree to disburse all moneys actually received by them constituting part of the Trust Estate pursuant to the terms of this Agreement and the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstancescircumstance, except (i) for its own willful misconduct misconduct, gross negligence, bad faith or gross negligence grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of without limitation (and subject to the exceptions set forth in the preceding sentence)::
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Owners;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any other Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(db) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentsDocument, including the principal of and interest on the Notes;
(ec) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or Agreement, for the due execution hereof by the Depositor or the Company or Depositor, for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the other Basic Documents, the Notes or the Certificates (other than the its certificate of authentication on the Residual Interest CertificatesCertificate), and the Owner Trustee shall in no event not assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or in the other Basic Documents;
(fd) the execution, delivery, authentication and performance by the Owner Trustee of this Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with or the taking of any other action with respect to, any governmental authority or agency;
(e) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Administrator or the Master Servicer under any of the Basic Documents Document or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Indenture Trustee under the Indenture, the Seller or the Purchaser under the Mortgage Loan Purchase and Servicing Agreements, the Administrator or the Master Servicer under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer the Depositor under the Sale and Servicing Agreement; and;
(gf) the Owner Trustee shall be under no obligation to exercise any of the rights right or powers power vested in it or duty imposed upon it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the OwnersCertificateholder, unless such Owners Certificateholder shall have offered to the Owner Trustee security or indemnity satisfactory satisfactofry to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith or willful misconduct in the performance of any such act provided, that act; and
(g) In no event shall the Owner Trustee shall be liable for its negligence any act or willful misconduct omission taken in accordance with the event that it assumes the duties and obligations direction of the Indenture Trustee under the Sale and Servicing Agreement Certificateholders pursuant to Section 10.5this Agreement.
Appears in 1 contract
Sources: Trust Agreement (Irwin Whole Loan Home Equity Trust 2004 A)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsOwner Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Owner Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, negligence or gross negligence bad faith or negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Owners;
(c) no No provision of this Owner Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(db) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ec) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Owner Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificate, other than the certificate of authentication on the Residual Interest CertificatesCertificate, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Ownerthe Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(fd) The execution, delivery, authentication and performance by it of this Owner Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(e) The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, Trustee or the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Owner Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer Seller under the Sale and Servicing Home Loan Purchase Agreement; and
(gf) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Owner Trust Agreement, or to institute, conduct or defend any litigation under this Owner Trust Agreement or otherwise or in relation to this Owner Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholder, unless such Owners have the Certificateholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Owner Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 1 contract
Sources: Owner Trust Agreement (Residential Funding Mortgage Securities Ii Inc)
Acceptance of Trusts and Duties. 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 Owner Trust Agreement. Each of the Owner Trustee and the Basic Documents. The Owner Trustee Certificate Paying Agent also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon in accordance with the terms of the Basic Documents and this Owner Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Owners;
(c) no No provision of this Owner Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(db) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ec) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Owner Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificate, other than the certificate of authentication on the Residual Interest CertificatesCertificate, if executed by the Owner Trustee, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any Ownerthe Certificateholders, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(fd) The execution, delivery, authentication and performance by it of this Owner Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(e) The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Owner Trust Agreement or the Basic Documents that are required to be performed by the Indenture Trustee under the Indenture, the Seller under the related Loan Purchase Agreement, the Originator under the related Loan Purchase Agreement, the Servicer under the Servicing Agreement or the Seller or the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; and
(gf) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Owner Trust Agreement, or to institute, conduct or defend any litigation under this Owner Trust Agreement or otherwise or in relation to this Owner Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Owner Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 1 contract
Sources: Owner Trust Agreement (GE-WMC Mortgage Securities, L.L.C.)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon pursuant to the terms of this Agreement. The Owner Trustee and the Certificate Paying Agent also agree to disburse all moneys actually received by them constituting part of the Trust Estate pursuant to the terms of this Agreement and the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstancescircumstance, except (i) for its own willful misconduct misconduct, gross negligence, bad faith or gross negligence grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of without limitation (and subject to the exceptions set forth in the preceding sentence)::
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Owners;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any other Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(db) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentsDocument, including the principal of and interest on the Notes;
(ec) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or Agreement, for the due execution hereof by the Depositor or the Company or Depositor, for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the other Basic Documents, the Notes or the Certificates (other than the its certificate of authentication on the Residual Interest CertificatesCertificate), and the Owner Trustee shall in no event not assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or in the other Basic Documents;
(fd) the execution, delivery, authentication and performance by the Owner Trustee of this Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with or the taking of any other action with respect to, any governmental authority or agency;
(e) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Administrator or the Master Servicer under any of the Basic Documents Document or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Indenture Trustee under the Indenture, the Seller or the Purchaser under the Mortgage Loan Purchase and Servicing Agreement, the Administrator or the Master Servicer under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer the Depositor under the Sale and Servicing Agreement; and;
(gf) the Owner Trustee shall be under no obligation to exercise any of the rights right or powers power vested in it or duty imposed upon it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the OwnersCertificateholder, unless such Owners Certificateholder shall have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith or willful misconduct in the performance of any such act provided, that act; and
(g) in no event shall the Owner Trustee shall be liable for its negligence any act or willful misconduct omission taken in accordance with the event that it assumes the duties and obligations direction of the Indenture Trustee under the Sale and Servicing Agreement Certificateholders pursuant to Section 10.5this Agreement.
Appears in 1 contract
Sources: Trust Agreement (Bear Stearns Asset Backed Securities I LLC)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Transaction Documents and this Trust Agreement. The Owner Trustee in its individual capacity shall not personally be answerable or accountable hereunder or under any Basic Transaction Document under any circumstances, except to the Trust or the Certificateholders (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholders permitted under this Trust Agreement;
(cb) no provision of this Trust Agreement or any Basic Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur in its individual capacity any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to itit in its individual capacity;
(dc) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes;
(ed) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Transaction Documents, the Notes, the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed by the Owner Trustee, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Transaction Documents;
(fe) the Owner Trustee shall not be liable for the default or misconduct of the AdministratorIndenture Trustee, Certificate Registrar, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer any other party under any of the Basic Transaction Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture Indenture, the Depositor under this Trust Agreement or the Master Servicer or Servicer under the Sale and Servicing Agreement; and
(gf) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Transaction Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5.
Appears in 1 contract
Acceptance of Trusts and Duties. The Owner Trustee Trust Company accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts the same but only upon the terms of this Agreement Trust Agreement. The Delaware Trustee is authorized and directed to execute and deliver the Basic Transaction Documents to which the Trust is to be party and each certificate or other document attached as an exhibit to or contemplated by the Transaction Documents to which the Trust is to be a party, as evidenced conclusively by the Delaware Trustee's execution thereof. In addition to the foregoing, the Delaware Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the Transaction Documents. Subject to Sections 2.09 and 5.06 hereof, the Delaware Trustee is further authorized from time to time to take such action as the Required Certificateholders or the Administrator instruct in writing with respect to the Transaction Documents. The Owner Delaware Trustee declares that it shall hold the Trust Estate, and all amounts received by it thereunder and hereunder in trust, upon the terms herein set forth, on behalf of the Trust for the use and benefit of all present and future Certificateholders. The Delaware Trustee also agrees to receive and disburse all moneys money actually received by it constituting part of the Trust Estate upon the terms of hereof. Notwithstanding anything in this Trust Agreement to the Basic Documents and this Agreement. The Owner Trustee contrary, the Trust Company shall not be liable, answerable or accountable hereunder or under in its individual capacity to any Basic Document Person under any circumstances, except that such limitation shall not limit the liability, if any, of the Trust Company to the Certificateholders (i) for its the Trust Company's own willful misconduct or misconduct, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of its offices hereunder or the willful misconduct, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of its offices hereunder performed through its agent not appointed with due care, (ii) in the case of the inaccuracy of any representation of the Trust Company's representations or warranty warranties contained in Section 7.3 expressly made 6.03 hereof, (iii) for taxes, fees or other charges on, based on or measured by any fees, commissions or compensation received by it for acting as Delaware Trustee in connection with any of the Owner Trusteetransactions contemplated by this Trust Agreement or any other agreement contemplated by this Trust Agreement, or (iv) the failure to use ordinary care to disburse in accordance with the terms hereof money actually received by it; provided that in no event shall the Trust Company be responsible or liable for any special, consequential or punitive damages with respect to any matter whatsoever arising out of this Trust Agreement. In Subject to the foregoing, in particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):limitation:
(a) the Owner Trustee Trust Company shall not be liable for any error of judgment made in good faith by a responsible any officer acting or refusing to act on behalf of the Owner Delaware Trustee;
(b) under no circumstances shall the Owner Trustee shall not Trust Company be personally liable with respect to hereunder for any action taken or omitted to be taken by it in accordance with the instructions indebtedness of the Administrator or the OwnersTrust;
(c) the Trust Company shall not be personally liable for the payment of any tax imposed on the Trust or amounts that are includable in the federal gross income of the Certificateholders;
(d) no provision of this Trust Agreement or any Basic Document shall require the Owner Trustee Trust Company to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights the Delaware Trustee's duties or powers hereunder or under any Basic Document hereunder, if the Owner Trustee shall have reasonable grounds for believing Trust Company believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notesits reasonable satisfaction;
(e) under no circumstance shall the Owner Trustee Trust Company be liable for any representation, warranty, covenant, or obligation or indebtedness of the Trust hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing;
(f) the Trust Company shall not be liable with respect to any action taken or omitted to be taken by the Administrator and the Trust Company shall not be liable for performing or supervising the performance of any obligations or duties under this Trust Agreement, the Administration Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator or any other Person under such documents;
(g) the Trust Company shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement Trust Agreement, or for the due execution hereof by the Depositor or the Company Administrator or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, Indenture or any other than document contemplated thereby to which the certificate of authentication on the Residual Interest CertificatesTrust Company is not a party, and the Owner Trustee Trust Company shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder the Indenture Trustee, the Certificateholders, or to any Owner, the Administrator other than as is expressly provided for herein and in the Basic Documentsherein;
(fh) notwithstanding anything contained herein or in any of the Transaction Documents to the contrary, neither the Trust Company nor the Delaware Trustee shall be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Trust Company; or (iii) subject the Trust Company to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Trust Company or the Delaware Trustee, as the case may be, contemplated hereby;
(i) no provision of this Trust Agreement shall require the Trust Company to monitor or otherwise supervise the actions or inactions of or the performance by the Administrator or any sub-administrators;
(j) the Owner Delaware Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Transaction Documents to the extent the Administrator or any other administrator has agreed in the Administration Agreement or the related administration agreement, as applicable, to perform any act or to discharge any duty of the Delaware Trustee hereunder or under any other Transaction Document, and the Delaware Trustee shall not be held liable for the default or misconduct failure of the AdministratorAdministrator or any other administrator to carry out its obligations under the Administration Agreement or related administration agreement, as applicable;
(k) the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Delaware Trustee shall have no obligation to administer, service or liability collect the Financed Eligible Loans or to perform maintain, monitor or otherwise supervise the obligations administration, servicing or collection of the Financed Eligible Loans;
(l) notwithstanding anything contained herein to the contrary, any funds and assets held by the Delaware Trustee on behalf of the Trust under this Agreement or hereunder may be maintained and accounted for in the Basic Documents that are required to be performed record-keeping and asset custody systems utilized by the Administrator under Trust Company on behalf of the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing AgreementDelaware Trustee; and
(gm) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the Owners, unless such Owners have offered notwithstanding anything contained herein to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement contrary or in any Basic Transaction Document shall not be construed as a dutyor other document, and the Owner Delaware Trustee shall not be answerable for required to execute, deliver or certify on behalf of the Delaware Trustee, the Trust or any other than its gross negligence Person any filings, certificates, affidavits or willful misconduct in other instruments required by the performance Securities and Exchange Commission or required under the Sarbanes-Oxley Act of 2002 and, notwithstanding any Person's ▇▇▇▇▇ ▇▇ ▇▇▇▇ruct the Delaware Trustee, neither the Delaware Trustee nor any agent, employee, director or officer of the Delaware Trustee shall have any obligation to execute any certificates or other documents required by the Securities and Exchange Commission or required pursuant to the Sarbanes-Oxley Act of 2002 or the rules and regulations prom▇▇▇▇▇▇▇ ▇▇▇▇▇▇nder, and the refusal to comply with any such act provided, that the Owner Trustee instructions shall be liable for its negligence not constitute a default or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee breach under the Sale and Servicing Agreement pursuant to Section 10.5any Transaction Document.
Appears in 1 contract
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(aA) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholders permitted under this Trust Agreement;
(cB) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dC) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesBonds;
(eD) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Bonds, the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder Bondholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(fE) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(F) The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, Certificate Registrar or the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer Seller under the Sale and Servicing Mortgage Loan Purchasen Agreement; and
(gG) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 1 contract
Sources: Trust Agreement (Imh Assets Corp Impac CMB Trust Series 2005-1)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder her▇▇▇▇▇▇ with respect to such trusts but only upon the terms of this Agreement Trust Agreement. Each of the Owner Trustee and the Basic Documents. The Owner Trustee Certificate Paying Agent also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholders permitted under this Trust Agreement;
(cb) no No provision of this Trust Agreement or any Basic Document Docu- ment shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesBonds;
(ed) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Bonds, the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder Bondholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(fe) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Certificate Registrar or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer Seller under the Sale and Servicing Mortgage Loan Purchase Agreement; and
(gf) the The Owner Trustee shall be under no obligation to exercise exer- cise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary discre- tionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5.
Appears in 1 contract
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts trusts, but only upon the terms of this Agreement and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this Trust Agreement and the other Basic Documents and this AgreementDocuments. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, negligence or gross negligence bad faith or negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 below expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Owners;
(c) no provision of this Trust Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(db) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ec) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or in the other Basic Documents;
(fd) the execution, delivery, authentication and performance by the Owner Trustee of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(e) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer Sellers under the Sale and Servicing Purchase Agreement; and
(gf) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any other Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 1 contract
Sources: Trust Agreement (Gmacm Home Equity Loan Trust 2003-He2)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its only such duties hereunder with respect as are expressly required to such trusts but only upon be performed by the terms of Trustee as specified in this Agreement and the Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate Property upon the terms of the Basic Documents and this Agreement. The Trustee (in such capacity or in its capacity as the Owner Trustee Trust Institution) shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Beneficial Owner, the Trust and each Series (ia) for its own willful misconduct or misconduct, gross negligence or material breach of this Agreement, (iib) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made 5.2 hereof, or (c) for taxes, fees or other charges on, based on or measured by any fees, commissions or compensation received by the Owner TrusteeTrust Institution in connection with any of the transactions contemplated by this Agreement. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):limitation:
(ai) the Owner Trustee Trust Institution shall not be liable for any error of judgment made by a responsible officer in good faith except to the extent of the Owner TrusteeTrust Institution's gross negligence or willful misconduct;
(bii) the Owner Trust Institution shall not be liable with respect to·any action taken or omitted to be taken by the Trustee in good faith in accordance with the instructions of the Beneficial Owners, the Servicer, the Administrator or other Person provided in accordance with this Agreement;
(iii) no provision of this Agreement shall require the Owner Trust Institution to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of the Trustee's duties, rights or powers hereunder;
(iv) under no circumstance shall the Owner Trust Institution be liable for payment from its own funds of distributions due to the Beneficial Owners;
(v) the Owner Trust Institution shall not be liable with respect to any action taken or omitted to be taken by it in accordance with any Series Registrar hereunder if performed by a party other than the instructions of the Administrator or the Owners;
(c) no provision of this Agreement or any Basic Document shall require Trustee, and the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee Trust Institution shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced performing any obligations or duties under this Agreement which are to be performed by or arising under any of Series Registrar hereunder if performed by a party other than the Basic Documents, including the principal of and interest on the Notes;Trustee; and
(evi) the Owner Trustee Trust Institution shall not be responsible for or in respect of of, the validity or sufficiency of this Agreement Agreement, or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate Property or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Certificates, and the Transaction Document. The Owner Trustee Trust Institution shall in no event assume or incur any liability, duty, duty or obligation to any Noteholder or to any Beneficial Owner, other than as expressly provided for herein and in the Basic Documents;
(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; and
(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the Owners, unless such Owners have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5herein.
Appears in 1 contract
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholders permitted under this Trust Agreement;
(cb) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ed) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, Certificate Registrar or the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; Agreement and
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 1 contract
Sources: Trust Agreement (American Home Mort Securities Home Mortgage Invest Tr 2004-1)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it each of them constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the OwnersCertificateholders permitted under this Trust Agreement;
(cb) no No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(dc) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
(ed) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed by the Owner Trustee, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Documents;
(e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(f) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, Certificate Registrar, the Master Servicer or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer under the Master Servicing Agreement or the Servicer under the Sale and Servicing Agreement; and
(g) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith, grossly negligent failure to act or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 1 contract
Sources: Trust Agreement (American Home Mortgage Investment Trust 2005-3)
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon pursuant to the terms of this Agreement. The Owner Trustee and the Certificate Paying Agent also agree to disburse all moneys actually received by them constituting part of the Trust Estate pursuant to the terms of this Agreement and the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstancescircumstance, except (i) for its own willful misconduct misconduct, gross negligence, bad faith or gross negligence grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of without limitation (and subject to the exceptions set forth in the preceding sentence)::
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Owners;
(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any other Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(db) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentsDocument, including the principal of and interest on the Notes;
(ec) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or Agreement, for the due execution hereof by the Depositor or the Company or Depositor, for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the other Basic Documents, the Notes or the Certificates (other than the its certificate of authentication on the Residual Interest CertificatesCertificate), and the Owner Trustee shall in no event not assume or incur any liability, duty, duty or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or in the other Basic Documents;
(fd) the execution, delivery, authentication and performance by the Owner Trustee of this Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with or the taking of any other action with respect to, any governmental authority or agency;
(e) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer Administrator, the Enhancer or the Master Servicer under any of the Basic Documents Document or otherwise otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Indenture Trustee under the Indenture, the Seller or the Purchaser under the Mortgage Loan Sale Agreement, the Administrator or the Master Servicer under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer the Depositor under the Sale and Servicing Agreement; and;
(gf) the Owner Trustee shall be under no obligation to exercise any of the rights right or powers power vested in it or duty imposed upon it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of Certificateholder or the OwnersEnhancer, unless such Owners Certificateholder or the Enhancer shall have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith or willful misconduct in the performance of any such act provided, that act; and
(g) In no event shall the Owner Trustee shall be liable for its negligence any act or willful misconduct omission taken in accordance with the event that it assumes the duties and obligations direction of the Indenture Trustee under Certificateholders or the Sale and Servicing Agreement Enhancer pursuant to Section 10.5this Agreement.
Appears in 1 contract
Sources: Trust Agreement (Irwin Home Equity Loan Trust 2004-1)
Acceptance of Trusts and Duties. 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 and the Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and Operative Documents, including this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic other Operative Document under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Owners;
(c) no No provision of this Trust Agreement or any Basic other Operative Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic other Operative Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(db) under Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Operative Documents, including the principal of and interest on the Notes;
(ec) the The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Estate, or for or in respect of the validity or sufficiency of the Basic Operative Documents, the Notes or the Certificates, other than the certificate of authentication on the Residual Interest Certificates, if executed by the Owner Trustee, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any OwnerCertificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Operative Documents;
(fd) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency;
(e) The Owner Trustee shall not be liable for the default or misconduct of the Depositor, Securities Administrator, the Depositor, the Company, the Indenture Trustee, the Master Servicer or the Servicer Servicers under any of the Basic Operative Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Operative Documents that are required to be performed by the Indenture Trustee or the Securities Administrator under the Indenture, the Master Servicer under the Servicing Agreement or the Seller or the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or Servicer under the Sale and Servicing Agreement; and
(gf) the The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic other Operative Document, at the request, order or direction of any of the OwnersCertificateholders, unless such Owners the Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic other Operative Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence negligence, bad faith or willful misconduct in the performance of any such act provided, that the Owner Trustee shall be liable for its negligence or willful misconduct in the event that it assumes the duties and obligations of the Indenture Trustee under the Sale and Servicing Agreement pursuant to Section 10.5act.
Appears in 1 contract
Sources: Trust Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-Sl2)