Duties and Powers of Trustees; Limitations on Trust Activity. (a) Each Trustee undertakes to perform such duties, and only such duties, as are specified in this Agreement, any supplement entered into pursuant to this Agreement by such Trustee, or, except with respect to the duties of any Trustee to the extent such duties relate to any SUBI Portfolio and the assets thereof, as it may be directed to perform by the Initial Beneficiary in a manner not contrary to the terms of this Agreement, from time to time, including, without limitation, in connection with (i) a financing transaction of any sort undertaken by the Initial Beneficiary or a Special Purpose Entity or any leasing transaction entered into by the Initial Beneficiary or Special Purpose Entity as lessor or lessee, which is, in any case, secured, directly or indirectly, by Trust Assets, by all or part of the Undivided Trust Interest or by any SUBI or any interest therein including, without limitation, any financing undertaken in connection with the issuance and assignment of a SUBI and related SUBI Certificate, (ii) any sale, transfer or pledge by the Initial Beneficiary or a Special Purpose Entity of any interest in one or more SUBIs, (iii) any other asset securitization, sale-leaseback, secured loan or similar transaction involving Trust Assets or any beneficial interest therein or in the Trust (the transactions in clauses (i), (ii) and (iii) are collectively referred to herein as "Financings"), (iv) sales by the Trust of User Leases and other Trust Assets to the extent permitted by the terms of any existing Financings (so long as the Certificate of Title of any Leased Vehicle so sold is amended to reflect the transfer of ownership thereof from the Trust, unless applicable law permits the transfer of ownership of a motor vehicle without an amendment to the vehicle's certificate of title) or (v) activities ancillary to any of the foregoing.
Duties and Powers of Trustees; Limitations on Trust Activity. (a) Each Trustee undertakes to perform such duties, and only such duties, as are specified in this Agreement or any other Trust Document, or as it may be directed in writing to perform by the Settlor or the Certificateholder of any Series in a manner not contrary to the terms of this Agreement, from time to time, including, without limitation, in connection with (i) a borrowing arrangement described in Section 1.1(b)(iii) or any other contractual arrangement set forth in a Series Contract, (ii) sales or exchanges of Trust Assets to the extent permitted by the terms of this Agreement (so long as the Certificate of Title of any Leased Vehicle so sold or exchanged is amended to reflect the transfer of ownership thereof from the Titling Trust, unless applicable law permits the transfer of ownership of a motor vehicle without an amendment to the vehicle’s certificate of title) or (iii) activities ancillary to any of the foregoing.
Duties and Powers of Trustees; Limitations on Trust Activity. (a) Each Trustee undertakes to perform such duties, and only such duties, as are specified in this Agreement, any supplement entered into pursuant to this Agreement by such Trustee, or, except with respect to the duties of any Trustee to the extent such duties relate to any SUBI Portfolio and the assets thereof, as it may be directed to perform by the Initial Beneficiary in a manner not contrary to the terms of this Agreement, from time to time.
Duties and Powers of Trustees; Limitations on Trust Activity. (a) The UTI Trustee and the Delaware Trustee are authorized to execute and deliver this Agreement and each Trustee is authorized to execute and deliver, with respect to its particular UTI or SUBI interest, the SUBI Supplement and any other Financing Documents to which the Trust is a party and each certificate or other document attached as an exhibit to or contemplated thereby and any amendment or other agreement, as evidenced conclusively by such Trustee’s execution thereof. In addition to the foregoing, each Trustee is authorized, but shall not be obligated (unless duly instructed pursuant to this Agreement, any other Trust Document or any Financing Document or except to the extent that any Trust Documents expressly require, such Trustee to take particular action), to take all actions required of the Trust pursuant to the related Financing Documents. Each Trustee is further authorized from time to time to take such action as the Holder(s) of the affected Certificate(s), with the prior written consent, as the case may be, of the Registered Pledgees of such UTI Certificate or the applicable SUBI Control Party thereof, recommends with respect to the UTI or SUBI (and any related Financing Documents) in which it has an interest. In addition, as permitted by the terms of this Agreement, each Trustee is authorized to take such action as the Initial Beneficiary, SUBI Control Party or any Registered Pledgee shall recommend in writing. Each Trustee shall be deemed to have discharged its duties to the extent that the Servicer or some other party has agreed to perform such duties and such Trustee shall not be held liable for the default or failure of the Servicer or other party to carryout such obligations, nor shall such Trustee have any duty to monitor such obligations of the Servicer or other party. Each Trustee undertakes to perform such duties and engage in such activities, and only such duties and activities, as are specified in this Agreement, any Supplement entered into pursuant to this Agreement by such Trustee, as it may be directed from time to time in accordance with the terms of this Agreement or the related Supplement, including, without limitation, in connection with: (i) the transactions entered into pursuant to any financing transaction of any sort undertaken by the Initial Beneficiary, or any related UTI Holder or SUBI Holder or any leasing transaction entered into by the Initial Beneficiary or any related UTI Holder or SUBI Holder as lessor or less...
