Common use of Trustee May Enforce Claims Without Possession of Certificates Clause in Contracts

Trustee May Enforce Claims Without Possession of Certificates. All rights of action and claims under this Agreement or the Certificates may be prosecuted and enforced by the Trustee without the possession of any of the Certificates or the production thereof in any proceeding relating thereto, any such proceeding instituted by the Trustee shall be brought in its own name or in its capacity as Trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Certificateholders in respect of which such judgment has been recovered. The Trustee shall afford the Sellers, the Depositor, the Servicer and each Certificateholder, upon reasonable notice during normal business hours, access to all records maintained by the Trustee in respect of its duties hereunder and reasonable access to officers of the Trustee responsible for performing such duties, or such other employees who can provide the information required. Upon request, the Trustee shall furnish the Sellers, the Depositor, the Servicer and each Certificateholder with its most recent financial statements. The Trustee shall cooperate fully with the Sellers, the Servicer, the Depositor and such Certificateholder and shall make available to the Sellers, the Servicer, the Depositor and such Certificateholder for review and copying at the expense of the party requesting such copies, such books, documents or records as may be requested with respect to the Trustee's duties hereunder. The Sellers, the Depositor, the Servicer and the Certificateholders shall not have any responsibility or liability for any action or failure to act by the Trustee and are not obligated to supervise the performance of the Trustee under this Agreement or otherwise.

Trustee May Enforce Claims Without Possession of Certificates. All rights of action and claims under this Agreement or the Certificates may be prosecuted and enforced by the Trustee without the possession of any of the Certificates or the production thereof in any proceeding relating thereto, any such proceeding instituted by the Trustee shall be brought in its own name or in its capacity as Trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Certificateholders in respect of which such judgment has been recovered. The Trustee shall afford the Sellers, the Depositor, the Servicer and each Certificateholder, upon reasonable notice during normal business hours, access to all records maintained by the Trustee in respect of its duties hereunder and reasonable access to officers of the Trustee responsible for performing such duties, or such other employees who can provide the information required. Upon request, the Trustee shall furnish the Sellers, the Depositor, the Servicer and each Certificateholder with its most recent financial statements. The Trustee shall cooperate fully with the Sellers, the Servicer, the Depositor and such Certificateholder and shall make available to the Sellers, the Servicer, the Depositor and such Certificateholder for review and copying at the expense of the party requesting such copies, such books, documents or records as may be requested with respect to the Trustee's ’s duties hereunder. The Sellers, the Depositor, the Servicer and the Certificateholders shall not have any responsibility or liability for any action or failure to act by the Trustee and are not obligated to supervise the performance of the Trustee under this Agreement or otherwise.

Trustee May Enforce Claims Without Possession of Certificates. All rights of action and claims under this Agreement or the Certificates may be prosecuted and enforced by the Trustee without the possession of any of the Certificates or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name or in its capacity as Trusteetrustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Certificateholders in respect of which such judgment has been recoveredobtained. Suits for Enforcement . If a Servicer Default shall occur and be continuing, the Trustee, in its discretion may, subject to the provisions of Sections 10.01 and 11.14 proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this Agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the rights of the Trustee or the Certificateholders. Rights of Certificateholders to Direct Trustee . Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any remedy, trust or power that does not relate to all Series, 50% of the aggregate unpaid principal amount of the Investor Certificates of all Series to which such remedy, trust or power relates) shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee relating to such proceeding; provided, however, that, subject to Section 11.01, the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or Responsible Officers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Certificateholders not parties to such direction; and provided further that nothing in this Agreement shall impair the right of the Trustee to take any action deemed proper by the Trustee and that is not inconsistent with such direction. Representations and Warranties of Trustee . The Trustee shall afford represents and warrants as of each Closing Date that: (a) the SellersTrustee is a banking corporation organized, existing and in good standing under the Depositorlaws of the state of New York; (b) the Trustee has full power, the Servicer authority and right to execute, deliver and perform this Agreement and each CertificateholderSupplement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement and each Supplement; and (c) this Agreement and each Supplement has been duly executed and delivered by the Trustee and is a binding obligation of the Trustee enforceable against the Trustee in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). Maintenance of Office or Agency . The Trustee will maintain at its expense an office or agency (the "Corporate Trust Office") where notices and demands to or upon reasonable notice during normal business hours, access to all records maintained by the Trustee in respect of its duties hereunder the Certificates and reasonable access this Agreement may be served (a) in the City of New York, in the case of Registered Certificates and Holders thereof, and (b) in London or Luxembourg, in the case of Bearer Certificates and Holders thereof, if and for so long as any Bearer Certificates are outstanding. The Corporate Trust Office shall initially be located at 101 Barclay Street, Floor 12E, New York, New York 10000. Xxx Xxxxxxx will give prompt notice to officers of the Trustee responsible for performing such duties, or such other employees who can provide the information required. Upon request, the Trustee shall furnish the Sellers, the Depositor, the Servicer and each Certificateholder with its most recent financial statementsto Investor Certificateholders of any change in the location of the Certificate Register or any such office or agency. The Trustee shall cooperate fully with Confidentiality . Information provided by the Sellers, Account Originators or the Servicer, the Depositor and such Certificateholder and shall make available Seller to the SellersTrustee related to the transaction effected hereunder, including all information related to the Servicer, the Depositor and such Certificateholder for review and copying at the expense of the party requesting such copies, such books, documents or records as may be requested Obligors with respect to the Trustee's duties hereunder. The SellersReceivables, the Depositor, the Servicer and the Certificateholders shall not have any responsibility or liability for any action or failure computer software provided to act by the Trustee in connection with the transaction effected hereunder or under any Supplement, in each case whether in the form of documents, reports, lists, tapes, discs or any other form, shall be "Confidential Information." The Trustee and are not obligated its agents, representatives or employees shall at all times maintain the confidentiality of all Confidential Information and shall not, without the prior written consent of the applicable Account Originator or the Seller, as applicable, disclose to supervise the performance third parties (including Certificateholders) or use such information, in any manner whatsoever, in whole or in part, except as expressly permitted under this Agreement or under any Supplement or as required to fulfill an obligation of the Trustee under this Agreement or otherwise.under any Supplement, in which case such Confidential Information shall be revealed only to the extent expressly permitted or only to the Trustee's agents, representatives and employees who need to know such Confidential Information to the extent required for the purpose of fulfilling an obligation of the Trustee under this Agreement or under any Supplement. Notwithstanding the above, Confidential Information may be disclosed to the extent required by law or legal process, provided that the Trustee gives prompt written notice to the applicable Account Originator or the Seller, as applicable, of the nature and scope of such disclosure. ARTICLE XII

Trustee May Enforce Claims Without Possession of Certificates. All rights of action and claims under this Agreement or the Certificates may be prosecuted and enforced by the Trustee without the possession of any of the Certificates or the production thereof in any proceeding relating thereto, any and such proceeding instituted by the Trustee shall be brought in its own name or in its capacity as TrusteeTrustee for the benefit of all Holders of such Certificates, subject to the provisions of this Agreement. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements disbursement and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Certificateholders and the Certificate Insurer in respect of which such judgment has been recovered. The Trustee shall afford the SellersSeller, the Originator, the Depositor, the Servicer Servicer, the Certificate Insurer, and each Certificateholder, Certificate Owner upon reasonable prior written notice during normal business hours, access to all records maintained by the Trustee in respect of its duties hereunder and reasonable access to officers of the Trustee responsible for performing such duties, or such other employees who can provide the information required. Upon request, the Trustee shall furnish the Sellers, the Depositor, the Servicer Servicer, the Certificate Insurer, and each Certificateholder any requesting Certificate Owner with its most recent public financial statements. The Trustee shall cooperate fully with the SellersSeller, the Originator, the Servicer, the Certificate Insurer, the Depositor and such Certificateholder Certificate Originator and shall make available to the SellersSeller, the Originator, the Servicer, the Depositor Depositor, the Certificate Insurer and such Certificateholder Certificate Owner for review and copying at the expense of the party requesting such copies, such books, documents or records as may be requested with respect to the Trustee's ’s duties hereunder. The SellersSeller, the Originator, the Depositor, the Certificate Insurer, the Servicer and the Certificateholders Certificate Owners shall not have any responsibility or liability for any action or failure to act by the Trustee and are not obligated to supervise the performance of the Trustee under this Agreement or otherwise.

Trustee May Enforce Claims Without Possession of Certificates. All rights of action and claims under this Agreement or the Certificates may be prosecuted and enforced by the Trustee without the possession of any of the Certificates or the production thereof in any proceeding relating thereto, any such proceeding instituted by the Trustee shall be brought in its own name or in its capacity as Trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Certificateholders in respect of which such judgment has been recovered. The Trustee shall afford the Sellers, the Depositor, the Servicer and each Certificateholder, upon reasonable notice during normal business hours, access to all records maintained by the Trustee in respect of its duties hereunder and reasonable access to officers of the Trustee responsible for performing such duties, or such other employees who can provide the information required. Upon request, the Trustee shall furnish the Sellers, the Depositor, the Servicer and each Certificateholder with its most recent financial statements. The Trustee shall cooperate fully with the Sellers, the Servicer, the Depositor and such Certificateholder and shall make available to the Sellers, the Servicer, the Depositor and such Certificateholder for review and copying at the expense of the party requesting such copies, such books, documents or records as may be requested with respect to the Trustee's ’s duties hereunder. The Sellers, the Depositor, the Servicer and the Certificateholders shall not have any responsibility or liability for any action or failure to act by the Trustee and are not obligated to supervise the performance of the Trustee under this Agreement or otherwise.. 107

Trustee May Enforce Claims Without Possession of Certificates. All rights of action and claims under this Agreement or the Certificates may be prosecuted and enforced by the Trustee without the possession of any of the Certificates or the production thereof in any proceeding relating thereto, any such proceeding instituted by the Trustee shall be brought in its own name or in its capacity as Trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Certificateholders in respect of which such judgment has been recovered. 110 The Trustee shall afford the Sellers, the Depositor, the Servicer and each Certificateholder, upon reasonable notice during normal business hours, access to all records maintained by the Trustee in respect of its duties hereunder and reasonable access to officers of the Trustee responsible for performing such duties, or such other employees who can provide the information required. Upon request, the Trustee shall furnish the Sellers, the Depositor, the Servicer and each Certificateholder with its most recent financial statements. The Trustee shall cooperate fully with the Sellers, the Servicer, the Depositor and such Certificateholder and shall make available to the Sellers, the Servicer, the Depositor and such Certificateholder for review and copying at the expense of the party requesting such copies, such books, documents or records as may be requested with respect to the Trustee's ’s duties hereunder. The Sellers, the Depositor, the Servicer and the Certificateholders shall not have any responsibility or liability for any action or failure to act by the Trustee and are not obligated to supervise the performance of the Trustee under this Agreement or otherwise.