Common use of Trustee Not Liable for Certificates or Contracts Clause in Contracts

Trustee Not Liable for Certificates or Contracts. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than its execution of Certificates on behalf of the Trust and the certificate of authentication on the Certificates) or of any Contract or related document. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity, and enforceability of any security interest in any Financed Vehicle or any Contract, or the perfection and priority of such a security interest or the maintenance of any such perfection and priority, or for or with respect to the efficacy of the Trust or its ability to generate the payments to be distributed to Certificateholders under this Agreement, including: the existence, condition, location, and ownership of any Financed Vehicle; the existence and enforceability of any insurance policy thereon; the existence and contents of any Contract or any computer or other record thereof; the validity of the assignment of any Contract to the Trust or of any intervening assignment; the completeness of any Contract; the performance or enforcement of any Contract; the compliance by the Seller with any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Trustee's receipt of written notice of any noncompliance therewith or any breach thereof; any investment of monies by the Servicer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); the acts or omissions of the Seller or any Obligor; an action of the Servicer taken in the name of the Trustee; or any action by the Trustee taken at the instruction of the Servicer; provided, however, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under this Agreement. Except with respect to a claim based on the failure of the Trustee to perform its duties under this Agreement or based on the Trustee's negligence or willful misconduct in the performance of its duties hereunder, no recourse shall be had for any claim based on any provision of this Agreement, the Certificates, or any Contract or assignment thereof against the Trustee in its individual capacity. The Trustee shall not have any personal obligation, liability, or duty whatsoever to any Certificateholder or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Trust or any indemnitor who shall furnish indemnity as provided in this Agreement. The Trustee shall not be accountable for the use or application by the Seller of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Seller in respect of the Contracts.

Trustee Not Liable for Certificates or Contracts. The recitals contained herein and in the Certificates (other than the certification of authentication on the Certificates) shall be taken as the statements of the Transferor or the Master Servicer, as the case may be, and the Trustee assumes no responsibility for their correctness. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than its execution of except that the Certificates on behalf of the Trust shall be duly and the certificate of authentication on the Certificatesvalidly authenticated by it) or of any Contract or related document. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity, and enforceability of any security interest in any Financed Vehicle or any Contract, or the perfection and priority of such a security interest or the maintenance of any such perfection and priority, or for or with respect to the efficacy of the Trust or its ability to generate the payments to be distributed to Certificateholders under this Agreement, including: the existence, condition, location, and ownership of any Financed Vehicle; the existence and enforceability of any insurance policy thereon; the existence and contents of any Contract or any computer or other record thereof; the validity of the assignment of any Contract to the Trust or of any intervening assignment; the completeness of any Contract; the performance or enforcement of any Contract; the compliance by the Seller with any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Trustee's receipt of written notice of any noncompliance therewith or any breach thereof; any investment of monies by the Servicer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); the acts or omissions of the Seller or any Obligor; an action of the Servicer taken in the name of the Trustee; or any action by the Trustee taken at the instruction of the Servicer; provided, however, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under this Agreement. Except with respect to a claim based on the failure of the Trustee to perform its duties under this Agreement or based on the Trustee's negligence or willful misconduct in the performance of its duties hereunder, no recourse shall be had for any claim based on any provision of this Agreement, the Certificates, or any Contract or assignment thereof against the Trustee in its individual capacity. The Trustee shall not have any personal obligation, liability, or duty whatsoever to any Certificateholder or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Trust or any indemnitor who shall furnish indemnity as provided in this Agreement. The Trustee shall not be accountable for the use or application by the Seller Transferor, the Master Servicer or any Subservicers of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid pursuant hereto to the Seller Transferor, the Master Servicer or any Subservicers in respect of the ContractsContracts or deposited in any Account (or any other account hereafter established to effectuate the transactions contemplated herein and in accordance with the terms hereof) by the Transferor, the Master Servicer or any Subservicers. Subject to Article VII and Sections 8.01 and 8.02, the Trustee shall have no responsibility or liability for or with respect to the validity of any security interest in any Financed Vehicle, the perfection of any such security interest (whether as of the date hereof or at any future time), the maintenance of or the taking of any action to maintain such perfection, the existence or validity of any Contract, the validity of the assignment of any Contract to the Trust Estate or of any intervening assignment, the review of any Contract or any Contract File (it being understood that the Trustee has not reviewed and does not intend to review such matters), the completeness of any Contract File, the receipt by its custodian of any Contract or Contract File, the performance or enforcement of any Contract (subject to Section 3.01), the compliance by the Master Servicer or the Transferor with any covenant or the breach by the Master Servicer or the Transferor of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, the acts or omissions of the Master Servicer or any Obligor or Dealer, any action of the Master Servicer or any Subservicer taken in the name of the Trustee or any action by the Trustee taken at the instruction of the Transferor, the Master Servicer or any Subservicer.

Trustee Not Liable for Certificates or Contracts. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than its execution of Certificates on behalf of the Trust and the certificate of authentication on the Certificates) or of any Contract or related document. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity, and enforceability of any security interest in any Financed Vehicle or any Contract, or the perfection and priority of such a security interest or the maintenance of any such perfection and priority, or for or with respect to the efficacy of the Trust or its ability to generate the payments to be distributed to Certificateholders under this Agreement, including: the existence, condition, location, and ownership of any Financed Vehicle; the existence and enforceability of any insurance policy thereon; the existence and contents of any Contract or any computer or other record thereof; the validity of the assignment of any Contract to the Trust or of any intervening assignment; the completeness of any Contract; the performance or enforcement of any Contract; the compliance by the Seller with any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Trustee's receipt of written notice of any noncompliance therewith or any breach thereof; any investment of monies by the Servicer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); the acts or omissions of the Seller or any Obligor; an action of the Servicer taken in the name of the Trustee; or any action by the Trustee taken at the instruction of the Servicer; provided, however, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under this Agreement. Except with respect to a claim based on the failure of the Trustee to perform its duties under this Agreement or based on the Trustee's negligence or willful misconduct in the performance of its duties hereunder, no recourse shall be had for any claim based on any provision of this Agreement, the Certificates, or any Contract or assignment thereof against the Trustee in its individual capacity. The Trustee shall not have any personal obligation, liability, or duty whatsoever to any Certificateholder or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Trust or any indemnitor who shall furnish indemnity as provided in this Agreement. The Trustee shall not be accountable for the use or application by the Seller of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Seller in respect of the Contracts.

Trustee Not Liable for Certificates or Contracts. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than its execution of Certificates on behalf of the Trust and the certificate of authentication on the Certificates) or of any Contract or related document. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity, and enforceability of any security interest in any Financed Vehicle or any Contract, or the perfection and priority of such a security interest or the maintenance of any such perfection and priority, or for or with respect to the efficacy of the Trust or its ability to generate the payments to be distributed to Certificateholders under this Agreement, including: the existence, condition, location, and ownership of any Financed Vehicle; the existence and enforceability of any insurance policy thereon; the existence and contents of any Contract or any computer or other record thereof; the validity of the assignment of any Contract to the Trust or of any intervening assignment; the completeness of any Contract; the performance or enforcement of any Contract; the compliance by the Seller with any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Trustee's receipt of written notice of any noncompliance therewith or any breach thereof; any investment of monies by the Servicer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); the acts or omissions of the Seller or any Obligor; an action of the Servicer taken in the name of the Trustee; or any action by the Trustee taken at the instruction of the Servicer; provided, however, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under this Agreement. Except with respect to a claim based on the failure of the Trustee to perform its duties under this Agreement or based on the Trustee's negligence or willful misconduct in the performance of its duties hereunder, no recourse shall be had for any claim based on any provision of this Agreement, 70 75 the Certificates, or any Contract or assignment thereof against the Trustee in its individual capacity. The Trustee shall not have any personal obligation, liability, or duty whatsoever to any Certificateholder or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Trust or any indemnitor who shall furnish indemnity as provided in this Agreement. The Trustee shall not be accountable for the use or application by the Seller of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Seller in respect of the Contracts.

Trustee Not Liable for Certificates or Contracts. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than its execution of Certificates on behalf of the Trust and the certificate of authentication on the Certificates) or of any Contract or related document. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity, and enforceability of any security interest in any Financed Vehicle or any Contract, or the perfection and priority of such a security interest or the maintenance of any such perfection and priority, or for or with respect to the efficacy of the Trust or its ability to generate the payments to be distributed to Certificateholders under this Agreement, including: the existence, condition, location, and ownership of any Financed Vehicle; the existence and enforceability of any insurance policy thereon; the existence and contents of any Contract or any computer or other record thereof; the validity of the assignment of any Contract to the Trust or of any intervening assignment; the completeness of any Contract; the performance or enforcement of any Contract; the compliance by the Seller with any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Trustee's receipt of written notice of any noncompliance therewith or any breach thereof; any investment of monies by the Servicer or any loss resulting therefrom (it being understood that the Trustee shall remain 62 68 responsible for any Trust property that it may hold); the acts or omissions of the Seller or any Obligor; an action of the Servicer taken in the name of the Trustee; or any action by the Trustee taken at the instruction of the Servicer; provided, however, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under this Agreement. Except with respect to a claim based on the failure of the Trustee to perform its duties under this Agreement or based on the Trustee's negligence or willful misconduct in the performance of its duties hereunder, no recourse shall be had for any claim based on any provision of this Agreement, the Certificates, or any Contract or assignment thereof against the Trustee in its individual capacity. The Trustee shall not have any personal obligation, liability, or duty whatsoever to any Certificateholder or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Trust or any indemnitor who shall furnish indemnity as provided in this Agreement. The Trustee shall not be accountable for the use or application by the Seller of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Seller in respect of the Contracts.

Trustee Not Liable for Certificates or Contracts. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than its execution of Certificates on behalf of the Trust and the certificate of authentication on the Certificates) or of any Contract or related document. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity, and enforceability of any security interest in any Financed Vehicle or any Contract, or the perfection and priority of such a security interest or the maintenance of any such perfection and priority, or for or with respect to the efficacy of the Trust or its ability to generate the payments to be distributed to Certificateholders under this Agreement, including: the existence, condition, location, and ownership of any Financed Vehicle; the existence and enforceability of any insurance policy thereon; the existence and contents of any Contract or any computer or other record thereof; the validity of the assignment of any Contract to the Trust or of any intervening assignment; the completeness of any Contract; the performance or enforcement of any Contract; the compliance by the Seller with any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Trustee's receipt of written notice of any noncompliance therewith or any breach thereof; any investment of monies by the Servicer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); the acts or omissions of the Seller or any Obligor; an action of the Servicer taken in the name of the Trustee; or any action by the Trustee taken at the instruction of the Servicer; provided, however, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under this Agreement. Except with respect to a claim based on the failure of the Trustee to perform its duties under this Agreement or based on the Trustee's negligence or willful misconduct in the performance of its duties hereunder, no recourse shall be had for any claim based on any provision of this Agreement, the Certificates, or any Contract or assignment thereof against the Trustee in its individual capacity. The Trustee shall not have any personal obligation, liability, or duty whatsoever to any Certificateholder or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Trust or any indemnitor who shall furnish indemnity as provided in this Agreement. The Trustee shall not be accountable for the use or application by the Seller of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Seller in respect of the Contracts.;

Trustee Not Liable for Certificates or Contracts. The recitals contained herein and in the Certificates (other than the certification of authentication on the Certificates) shall be taken as the statements of the Transferor or the Servicer, as the case may be, and the Trustee assumes no responsibility for their correctness. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than its execution of except that the Certificates on behalf of the Trust shall be duly and the certificate of authentication on the Certificatesvalidly authenticated by it) or of any Contract or related document. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity, and enforceability of any security interest in any Financed Vehicle or any Contract, or the perfection and priority of such a security interest or the maintenance of any such perfection and priority, or for or with respect to the efficacy of the Trust or its ability to generate the payments to be distributed to Certificateholders under this Agreement, including: the existence, condition, location, and ownership of any Financed Vehicle; the existence and enforceability of any insurance policy thereon; the existence and contents of any Contract or any computer or other record thereof; the validity of the assignment of any Contract to the Trust or of any intervening assignment; the completeness of any Contract; the performance or enforcement of any Contract; the compliance by the Seller with any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Trustee's receipt of written notice of any noncompliance therewith or any breach thereof; any investment of monies by the Servicer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); the acts or omissions of the Seller or any Obligor; an action of the Servicer taken in the name of the Trustee; or any action by the Trustee taken at the instruction of the Servicer; provided, however, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under this Agreement. Except with respect to a claim based on the failure of the Trustee to perform its duties under this Agreement or based on the Trustee's negligence or willful misconduct in the performance of its duties hereunder, no recourse shall be had for any claim based on any provision of this Agreement, the Certificates, or any Contract or assignment thereof against the Trustee in its individual capacity. The Trustee shall not have any personal obligation, liability, or duty whatsoever to any Certificateholder or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Trust or any indemnitor who shall furnish indemnity as provided in this Agreement. The Trustee shall not be accountable for the use or application by the Seller Transferor, the Servicer or any Subservicers of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid pursuant hereto to the Seller Transferor, the Servicer or any Subservicers in respect of the ContractsContracts or deposited in any Account (or any other account hereafter established to effectuate the transactions contemplated herein and in accordance with the terms hereof) by the Transferor, the Servicer or any Subservicers. Subject to Article VII and Sections 8.01 and 8.02, the Trustee shall have no responsibility or liability for or with respect to the validity of any security interest in any Financed Vehicle, the perfection of any such security interest (whether as of the date hereof or at any future time), the maintenance of or the taking of any action to maintain such perfection, the existence or validity of any Contract, the validity of the assignment of any Contract to the Trust Estate or of any intervening assignment, the review of any Contract or any Contract File (it being understood that the Trustee has not reviewed and does not intend to review such matters), the completeness of any Contract File, the receipt by its custodian of any Contract or Contract File, the performance or enforcement of any Contract (subject to Section 3.01), the compliance by the Servicer or the Transferor with any covenant or the breach by the Servicer or the Transferor of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, the acts or omissions of the Servicer or any Obligor or Dealer, any action of the Servicer or any Subservicer taken in the name of the Trustee or any action by the Trustee taken at the instruction of the Transferor, the Servicer or any Subservicer.