Common use of No Duties Clause in Contracts

No Duties. Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it or the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trust.

Appears in 13 contracts

Samples: Trust Agreement, Trust Agreement, And Restated Trust Agreement

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No Duties. Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Lien granted to it hereunder or to prepare or file any Commission filing (including any filings required under the Trust under any Basic Document Xxxxxxxx-Xxxxx Act), for the Issuer or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction Transaction Document. BNY Mellon Trust of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee Delaware nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity BNY Mellon Trust of Delaware that are not related to the Trustownership or the administration of the Trust Estate. The Owner Trustee shall have no responsibility or liability for or with respect to the genuineness, value, sufficiency or validity of the Trust Estate.

Appears in 8 contracts

Samples: Trust Agreement (Capital One Auto Receivables LLC), Trust Agreement (Capital One Prime Auto Receivables Trust 2019-1), Trust Agreement (Capital One Prime Auto Receivables Trust 2019-2)

No Duties. Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee or the Trust is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Lien granted to it hereunder or to prepare or file any Commission filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsDocument. Notwithstanding anything any Person's right to instruct the contrary herein Owner Trustee, neither the Owner Trustee nor any agent, employee, director or in any other Basic Document, officer of the Owner Trustee shall not be required have any obligation to execute, deliver or certify on behalf of the Trust or execute any other Person any filings, certificates, affidavits certificates or other instruments documents required under pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act of 20022002 or the rules and regulations promulgated xxxxxxxxxx, xnd the refusal to the extent permitted by applicable lawcomply with any such instructions shall not constitute a default or breech under any Basic Document. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Lien (other than the Lien of the Indenture) on any part of the Owner Trust Estate that result results from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Owner Trust Estate.

Appears in 7 contracts

Samples: Trust Agreement (Usaa Acceptance LLC Trust 2004-1), Trust Agreement (Usaa Auto Owner Trust 2005-3), Trust Agreement (Usaa Auto Owner Trust 2005-2)

No Duties. Except as Specified in this Agreement under Specified Documents or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee or the Trust is a party, except as expressly provided by (i) in accordance with the terms of powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement or Agreement, and (ii) in accordance with any document or written instruction received by delivered to the Owner Trustee pursuant to Section 6.03. No 5.03; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document Operative Agreement against the Owner Trustee. The provisions of this AgreementWithout limiting the foregoing, unless specifically enumerated in any Operative Agreement to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of which the Owner Trustee otherwise existing at law is party, the Owner Trustee (i) shall have no duty or in equityobligation to execute, file or deliver, or cause the preparation, filing or delivery by other persons of, any such documents, reports, filings, instruments, certificates or opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Operative Agreements, (ii) shall have no duty or obligation to take, or refrain from taking, any action that is the duty or the obligation of the Trust pursuant to the Operative Agreements and (iii) shall have no duty or obligation to monitor the Trust's duties and obligations pursuant to the Operative Agreements nor ensure that such duties and obligations are agreed fulfilled by the parties hereto to replace such other duties and liabilities of the Owner TrusteeTrust. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it or the Trust under or to prepare or file any Basic Document Securities and Exchange Commission filing for the Trust or to record this Agreement or any other Basic Document Operative Agreement or to prepare, prepare or file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce tax return for the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawTrust. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate that result from actions by, or claims against, against the Owner Trustee solely in its individual capacity Bank that are not related to the Trustownership or the administration of the Trust Estate.

Appears in 6 contracts

Samples: Trust Agreement (CWHEQ, Inc.), Trust Agreement (Indymac MBS Inc), Trust Agreement (CWMBS Inc)

No Duties. Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee or the Trust is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Lien granted to it hereunder or to prepare or file any Commission filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsDocument. Notwithstanding anything any Person's right to instruct the contrary herein Owner Trustee, neither the Owner Trustee nor any agent, employee, director or in any other Basic Document, officer of the Owner Trustee shall not be required have any obligation to execute, deliver or certify on behalf of the Trust or execute any other Person any filings, certificates, affidavits certificates or other instruments documents required under pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act of 20022002 or the rules and regulations promulgated xxxxxxxxxx, xxd the refusal to the extent permitted by applicable lawcomply with any such instructions shall not constitute a default or breech under any Basic Document. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Lien (other than the Lien of the Indenture) on any part of the Owner Trust Estate that result results from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Owner Trust Estate.

Appears in 4 contracts

Samples: Trust Agreement (Usaa Auto Owner Trust 2004-3), Trust Agreement (USAA Auto Owner Trust 2006-3), Trust Agreement (Usaa Acceptance LLC)

No Duties. Except as Specified in this Agreement or in Instructions. The Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, of or otherwise deal with the Trust EstateProperty, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee any one of them is a party, except as expressly provided by the terms of this Agreement (including as provided in Section 6.2), in any Basic Document or in any document or written instruction received by the Co-Owner Trustee or Trust Eligible Lender Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Co-Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of Trust Eligible Lender Trustee. Neither the Owner Trustee. The , the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall have no any responsibility for preparing, monitoring or filing any financing or continuation statement or amendment statements in any public office at any time or otherwise to otherwise perfect or maintain the perfection of any security interest or lien granted to it or the Trust under any Basic Document hereunder or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document. Each of the Owner Trustee, the Co-Owner Trustee shall not be required to execute, deliver or certify on behalf of and the Trust or any other Person any filingsEligible Lender Trustee, certificatesnevertheless, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it will, at its own cost and expenseexpense (and not at the expense of the Trust), promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate Property that result from actions by, or are attributable to claims againstagainst the Owner Trustee, the Co-Owner Trustee solely or the Trust Eligible Lender Trustee in its individual capacity capacity, respectively, that are not related to the Trustownership or the administration of the Trust Property.

Appears in 2 contracts

Samples: Trust Agreement (Education Funding Capital Trust I), Trust Agreement (Education Capital I LLC)

No Duties. Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Xxxx granted to it hereunder or to prepare or file any Commission filing (including any filings required under the Trust under any Basic Document Xxxxxxxx-Xxxxx Act), for the Issuer or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction Transaction Document. BNY Mellon Trust of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee Delaware nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity BNY Mellon Trust of Delaware that are not related to the Trustownership or the administration of the Trust Estate. The Owner Trustee shall have no responsibility or liability for or with respect to the genuineness, value, sufficiency or validity of the Trust Estate.

Appears in 2 contracts

Samples: Trust Agreement (Capital One Prime Auto Receivables Trust 2023-1), Trust Agreement (Capital One Prime Auto Receivables Trust 2023-1)

No Duties. Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Adverse Claim granted to it hereunder or to prepare or file any Commission filing for the Trust under any Basic Document Issuer or to record this Agreement or any other Basic Document or to prepareTransaction Document. To the extent that, file or execute any tax, license, qualification to do business or securities at law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Documentequity, the Owner Trustee shall not be required has duties (including fiduciary duties) and liabilities relating thereto to executethe Issuer or the Certificateholders, deliver or certify on behalf it is hereby understood and agreed by the other parties hereto that all such duties and liabilities are replaced by the duties and liabilities of the Owner Trustee expressly set forth in this Agreement and the Statutory Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawAct. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Adverse Claims on any part of the Trust Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Trust Estate.

Appears in 2 contracts

Samples: Trust Agreement (Volkswagen Auto Lease Trust 2015-A), Trust Agreement (Volkswagen Auto Lease Trust 2015-A)

No Duties. Except as Specified in this Agreement under Specified Documents or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No herein; and no implied duties (including fiduciary duties) or obligations shall be read into this Trust Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust under any Basic Document or to record this Trust Agreement or any other Basic Document or to prepareDocument. Further, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding notwithstanding anything to the contrary herein or in any other Basic Documentdocument, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust Trust, the Servicer, the Depositor or any other Person any filings, certificates, affidavits or other instruments required by the SEC or required under the Xxxxxxxx-Xxxxx Act of 2002. 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 by the SEC or required pursuant to the extent permitted by applicable lawXxxxxxxx-Xxxxx 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 this Agreement or any other document in connection herewith. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Owner Trust Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Owner Trust Estate.

Appears in 2 contracts

Samples: Trust Agreement (Morgan Stanley ABS Capital I Inc. MSDWCC HELOC Trust 2005-1), Trust Agreement (Morgan Stanley Abs Capital I Inc)

No Duties. Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Adverse Claim granted to it hereunder or to prepare or file any Commission filing for the Trust under any Basic Document Issuer or to record this Agreement or any other Basic Document or to prepareTransaction Document. To the extent that, file or execute any tax, license, qualification to do business or securities at law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Documentequity, the Owner Trustee shall not be required has duties (including fiduciary duties) and liabilities relating thereto to executethe Issuer or the Certificateholders, deliver or certify on behalf it is hereby understood and agreed by the other parties hereto that all such duties and liabilities are replaced by the duties and liabilities of the Owner Trustee expressly set forth in this Agreement and the Statutory Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable lawAct. The Owner Each Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Adverse Claims on any part of the Trust Estate that result from actions by, or claims against, the Owner such Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Trust Estate.

Appears in 2 contracts

Samples: Trust Agreement (Volkswagen Auto Lease Trust 2012-A), Trust Agreement (Volkswagen Auto Lease Trust 2012-A)

No Duties. Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Xxxx granted to it hereunder or to prepare or file any Commission filing (including any filings required under the Trust under any Basic Document Xxxxxxxx-Xxxxx Act), for the Issuer or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction Transaction Document. BNY Mellon Trust of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee Delaware nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity BNY Mellon Trust of Delaware that are not related to the Trustownership or the administration of the Trust Estate. The Owner Trustee shall have no responsibility or liability for or with respect to the genuineness, value, sufficiency or validity of the Trust Estate. Further, the Owner Trustee shall have no responsibility for or liability to determine or monitor the status or applicability of any benchmark, index or other modifier applicable thereto, determine whether a substitute benchmark or index should or could be selected, determine the selection of any such substitute benchmark or index, or exercise any right related to the foregoing on behalf of the Issuer or any other Person.

Appears in 2 contracts

Samples: Trust Agreement (Capital One Prime Auto Receivables Trust 2023-2), Trust Agreement (Capital One Prime Auto Receivables Trust 2023-2)

No Duties. Except as Specified in this Agreement or in ----------------------------------------------------- Instructions. The Owner Trustee shall not have any duty or obligation to ------------ manage, make any payment with respect to, register, record, sell, dispose of, of or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No ; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Commission filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Trust Estate or the Grant of any portion thereof to the Indenture Trustee pursuant to the Indenture.

Appears in 1 contract

Samples: Owner Trust Agreement (Auto Nations Receivables Corp)

No Duties. Except as Specified in this Agreement or in Instructions. The Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, of or otherwise deal with the Trust EstateProperty, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee any one of them is a party, except as expressly provided by the terms of this Agreement (including as provided in Section 6.2), in any Basic Document or in any document or written instruction received by the Co-Owner Trustee or Trust Eligible Lender Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Co-Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of Trust Eligible Lender Trustee. Neither the Owner Trustee. The , the 21 of 41 Co-Owner Trustee nor the Trust Eligible Lender Trustee shall have no any responsibility for preparing, monitoring or filing any financing or continuation statement or amendment statements in any public office at any time or otherwise to otherwise perfect or maintain the perfection of any security interest or lien granted to it or the Trust under any Basic Document hereunder or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document. Each of the Owner Trustee, the Co-Owner Trustee shall not be required to execute, deliver or certify on behalf of and the Trust or any other Person any filingsEligible Lender Trustee, certificatesnevertheless, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it will, at its own cost and expenseexpense (and not at the expense of the Trust), promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate Property that result from actions by, or are attributable to claims againstagainst the Owner Trustee, the Co-Owner Trustee solely or the Trust Eligible Lender Trustee in its individual capacity capacity, respectively, that are not related to the Trustownership or the administration of the Trust Property.

Appears in 1 contract

Samples: Trust Agreement (Education Capital I LLC)

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No Duties. Except as Specified in this Agreement under Specified Documents or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No herein; and no implied duties (including fiduciary duties) or obligations shall be read into this Trust Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust under any Basic Document or to record this Trust Agreement or any other Basic Document or to prepareDocument. Further, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding notwithstanding anything to the contrary herein or in any other Basic Documentdocument, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust Trust, the Servicer, the Depositor or any other Person any filings, certificates, affidavits or other instruments required by the SEC or required under the Xxxxxxxx-Xxxxx Act of 2002. 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 by the SEC or required pursuant to the extent permitted by applicable lawSarbannes-Oxley 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 breeach under this Agreement or any other document in connection herewith. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Owner Trust Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Owner Trust Estate.

Appears in 1 contract

Samples: Trust Agreement (Heloc Asset-Backed Notes Series 2003-2)

No Duties. Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee or the Trust is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Lien granted to it hereunder or to prepare or file any Commission filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsDocument. Notwithstanding anything any Person's right to instruct the contrary herein Owner Trustee, neither the Owner Trustee nor any agent, employee, director or in any other Basic Document, officer of the Owner Trustee shall not be required have any obligation to execute, deliver or certify on behalf of the Trust or execute any other Person any filings, certificates, affidavits certificates or other instruments documents required under pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act of 20022002 or the rules and regulations promulgated xxxxxxxxxx, xxd the refusal to the extent permitted by applicable lawcomply with any such instructions shall not constitute a default or breach under any Basic Document. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Lien (other than the Lien of the Indenture) on any part of the Owner Trust Estate that result results from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Owner Trust Estate.

Appears in 1 contract

Samples: Trust Agreement (Usaa Acceptance LLC)

No Duties. Except as Specified in this Agreement Trust Agreement, the Sale and Servicing Agreement, or in Instructions. The Owner Eligible Lender Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, service, dispose of, of or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Eligible Lender Trustee is a party, except as expressly provided by the terms of this Agreement Trust Agreement, the Sale and Servicing Agreement, or in any document or written instruction received by the Owner Eligible Lender Trustee pursuant to Section 6.03. No ; and no implied duties (including fiduciary duties) or obligations shall be read into this Trust Agreement or any other Basic Document against the Owner Eligible Lender Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Eligible Lender Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Commission filing for the Trust under any Basic Document or to record this Trust Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Eligible Lender Trustee and the Delaware Trustee each severally and not jointly, nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate that result from actions by, or claims against, the Owner Trustee solely ___________________, in its individual capacity or as the Eligible Lender Trustee or against _________________, in its individual capacity or as Delaware Trustee, as applicable, that are not related to the Trustownership or the administration of the Trust Estate.

Appears in 1 contract

Samples: Trust Agreement (Mellon Bank N A)

No Duties. Except as Specified in this Agreement or in ----------------------------------------------------- Instructions. ------------ The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, the Transaction Documents or any document contemplated hereby to which the Owner Trustee is a partyor thereby, except as expressly provided by the terms of this Trust Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No ; and no implied duties (including fiduciary duties) or obligations ------------ shall be read into this Trust Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this AgreementExcept as may be expressly provided in any Transaction Document, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Commission filing for the Trust under any Basic Document or to record this Trust Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Transaction Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee Trust Company nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity Trust Company that are not related to the Trust, this Trust Agreement, the Trust Company's serving as Owner Trustee or the ownership or the administration of the Trust Estate.

Appears in 1 contract

Samples: Trust Agreement (MCG Capital Corp)

No Duties. Except as Specified in this Agreement or in Instructions. The Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, of or otherwise deal with the Trust EstateProperty, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee any one of them is a party, except as expressly provided by the terms of this Agreement (including as provided in Section 6.2), in any Basic Document or in any document or written instruction received by the Co-Owner Trustee or Trust Eligible Lender Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions , 21 of this Agreement, to 41 Trust Agreement the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Co-Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of Trust Eligible Lender Trustee. Neither the Owner Trustee. The , the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall have no any responsibility for preparing, monitoring or filing any financing or continuation statement or amendment statements in any public office at any time or otherwise to otherwise perfect or maintain the perfection of any security interest or lien granted to it or the Trust under any Basic Document hereunder or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document. Each of the Owner Trustee, the Co-Owner Trustee shall not be required to execute, deliver or certify on behalf of and the Trust or any other Person any filingsEligible Lender Trustee, certificatesnevertheless, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it will, at its own cost and expenseexpense (and not at the expense of the Trust), promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate Property that result from actions by, or are attributable to claims againstagainst the Owner Trustee, the Co-Owner Trustee solely or the Trust Eligible Lender Trustee in its individual capacity capacity, respectively, that are not related to the Trustownership or the administration of the Trust Property.

Appears in 1 contract

Samples: Trust Agreement (Education Capital I LLC)

No Duties. Except as Specified in this Trust Agreement or -------------------------------------------------------- in Instructions. The Owner Trustee shall not have any duty or obligation to --------------- manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Trust Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No ; and no implied duties (including fiduciary duties) or obligations shall be read into this Trust Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust under any Basic Document or to record this Trust Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Trust Estate. Without limiting the generality of the foregoing, the Owner Trustee shall take only such action with respect to an Event of Default pursuant to the terms of the Basic Documents.

Appears in 1 contract

Samples: Trust Agreement (Lehman Abs Corp)

No Duties. Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee or the Trust is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Lien granted to it hereunder or to prepare or file any Commission filing for the Trust under any Basic Document or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction of any risk retention requirementsDocument. Notwithstanding anything any Person's right to instruct the contrary herein Owner Trustee, neither the Owner Trustee nor any agent, employee, director or in any other Basic Document, officer of the Owner Trustee shall not be required have any obligation to execute, deliver or certify on behalf of the Trust or execute any other Person any filings, certificates, affidavits certificates or other instruments documents required under pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act of 20022002 or the rules and regulations promulgaxxx xxxxxxxxxx, and the refusal to the extent permitted by applicable lawcomply with any such instructions shall not constitute a default or breech under any Basic Document. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Lien (other than the Lien of the Indenture) on any part of the Owner Trust Estate that result results from actions by, or claims against, the Owner Trustee solely in its individual capacity that are not related to the Trustownership or the administration of the Owner Trust Estate.

Appears in 1 contract

Samples: Trust Agreement (Usaa Auto Owner Trust 2005-1)

No Duties. Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No 6.3; and no implied duties (including fiduciary dutiesduties existing at law or in equity) or obligations shall be read into this Agreement or any other Basic Transaction Document against the Owner Trustee. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien Lien granted to it hereunder or to prepare or file any Commission filing (including any filings required under the Trust under any Basic Document Xxxxxxxx-Xxxxx Act), for the Issuer or to record this Agreement or any other Basic Document or to prepare, file or execute any tax, license, qualification to do business or securities law filing or report or to monitor or enforce the satisfaction Transaction Document. BNY Mellon Trust of any risk retention requirements. Notwithstanding anything to the contrary herein or in any other Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. The Owner Trustee Delaware nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens Liens on any part of the Trust Estate that result from actions by, or claims against, the Owner Trustee solely in its individual capacity BNY Mellon Trust of Delaware that are not related to the Trustownership or the administration of the Trust Estate. The Owner Trustee shall have no responsibility or liability for or with respect to the genuineness, value, sufficiency or validity of the Trust Estate. Further, the Owner Trustee shall have no responsibility for or liability to determine or monitor the status or applicability of any benchmark, index or other modifier applicable thereto, determine whether a substitute benchmark or index should or could be selected, determine the selection of any such substitute benchmark or index, or exercise any right related to the foregoing on behalf of the Issuer or any other Person.

Appears in 1 contract

Samples: Trust Agreement (Capital One Prime Auto Receivables Trust 2022-2)

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