Common use of Application of Trust Funds Certain Duties Clause in Contracts

Application of Trust Funds Certain Duties. 19 Section 5.1 Establishment of Certificate Distribution Account 19 Section 5.2 Application of Trust Funds 20 Section 5.3 Method of Payment 21 Section 5.4 Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others 21 Section 5.5 Tax Returns; Other Tax Matters 21 ARTICLE VI THE OWNER TRUSTEE 22 Section 6.1 Duties of Owner Trustee 22 Section 6.2 Rights of Owner Trustee 23 Section 6.3 Acceptance of Trusts and Duties 23 Section 6.4 Action upon Instruction by Certificateholders 27 Section 6.5 Furnishing of Documents 28 Section 6.6 Representations and Warranties of Owner Trustee 28 Section 6.7 Reliance; Advice of Counsel 29 Section 6.8 Owner Trustee May Own Certificates and Notes 29 Section 6.9 Compensation and Indemnity 30 Section 6.10 Replacement of Owner Trustee 31 Section 6.11 Merger or Consolidation of Owner Trustee 32 Section 6.12 Appointment of Co-Trustee or Separate Trustee 32 Section 6.13 Eligibility Requirements for Owner Trustee 33 ARTICLE VII TERMINATION OF TRUST AGREEMENT 34 Section 7.1 Termination of Trust Agreement 34 CRVNA 2022-P3 Trust Agreement TABLE OF CONTENTS (continued) Page ARTICLE VIII MISCELLANEOUS 35 Section 8.1 Amendment 35 Section 8.2 No Legal Title to Owner Trust Estate 37 Section 8.3 Limitations on Rights of Others 37 Section 8.4 Derivative Actions 37 Section 8.5 Notices 37 Section 8.6 Severability of Provisions 37 Section 8.7 Counterparts; Electronic Signature 37 Section 8.8 Successors and Assigns 38 Section 8.9 Nonpetition Covenant 38 Section 8.10 No Recourse 38 Section 8.11 Entire Agreement 39 Section 8.12 Headings 39 Section 8.13 Governing Law 39 Section 8.14 Submission to Jurisdiction; Waiver of Jury Trial 39 Section 8.15 Effect of Amendment and Restatement 40 Section 8.16 Information to be Provided by the Owner Trustee 40 Section 8.17 Electronic Means 42 EXHIBIT A FORM OF [REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE EXHIBIT B FORM OF UNDERTAKING LETTER CRVNA 2022-P3 Trust Agreement This AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 8, 2022 (this “Agreement”), is between CARVANA RECEIVABLES DEPOSITOR LLC, a Delaware limited liability company, in its capacity as a depositor (the “Depositor”), and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as trustee and not in its individual capacity (the “Owner Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Carvana Auto Receivables Trust 2022-P3), Trust Agreement (Carvana Auto Receivables Trust 2022-P3)

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Application of Trust Funds Certain Duties. 19 Section 5.1 Establishment of Certificate Distribution Account 19 Section 5.2 Application of Trust Funds 20 Section 5.3 Method of Payment 21 Section 5.4 Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others 21 Section 5.5 Tax Returns; Other Tax Matters 21 ARTICLE VI THE OWNER TRUSTEE 22 Section 6.1 Duties of Owner Trustee 22 Section 6.2 Rights of Owner Trustee 23 Section 6.3 Acceptance of Trusts and Duties 23 Section 6.4 Action upon Instruction by Certificateholders 27 Section 6.5 Furnishing of Documents 28 Section 6.6 Representations and Warranties of Owner Trustee 28 Section 6.7 Reliance; Advice of Counsel 29 Section 6.8 Owner Trustee May Own Certificates and Notes 29 Section 6.9 Compensation and Indemnity 30 Section 6.10 Replacement of Owner Trustee 31 Section 6.11 Merger or Consolidation of Owner Trustee 32 Section 6.12 Appointment of Co-Trustee or Separate Trustee 32 Section 6.13 Eligibility Requirements for Owner Trustee 33 ARTICLE VII TERMINATION OF TRUST AGREEMENT 34 Section 7.1 Termination of Trust Agreement 34 CRVNA 2022-P3 Trust Agreement ARTICLE VIII AMENDMENTS 35 TABLE OF CONTENTS (continued) Page ARTICLE VIII MISCELLANEOUS 35 Section 8.1 Amendment Amendments Without Consent of Certificateholders or Noteholders 35 Section 8.2 Amendments With Consent of Securityholders 35 Section 8.3 Form of Amendments 36 ARTICLE IX MISCELLANEOUS 37 Section 9.1 No Legal Title to Owner Trust Estate 37 Section 8.3 9.2 Limitations on Rights of Others 37 Section 8.4 9.3 Derivative Actions 37 Section 8.5 9.4 Notices 37 Section 8.6 9.5 Severability of Provisions 37 Section 8.7 Counterparts; Electronic Signature 37 9.6 Counterparts 38 Section 8.8 9.7 Successors and Assigns 38 Section 8.9 Nonpetition Covenant 9.8 No Petition 38 Section 8.10 9.9 No Recourse 38 Section 8.11 Entire Agreement 39 Section 8.12 9.10 Headings 39 Section 8.13 9.11 Governing Law 39 Section 8.14 Submission to Jurisdiction; Waiver of Jury Trial 39 Section 8.15 9.12 Effect of Amendment and Restatement 40 Section 8.16 9.13 Information to be Provided by the Owner Trustee 40 Section 8.17 9.14 Electronic Means 42 EXHIBIT A FORM OF [REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE EXHIBIT B FORM OF UNDERTAKING LETTER CRVNA 2022-P3 Trust Agreement This AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 8May 25, 2022 (this “Agreement”), is between CARVANA RECEIVABLES DEPOSITOR LLC, a Delaware limited liability company, in its capacity as a depositor (the “Depositor”), and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as trustee and not in its individual capacity (the “Owner Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Carvana Auto Receivables Trust 2022-P2), Trust Agreement (Carvana Auto Receivables Trust 2022-P2)

Application of Trust Funds Certain Duties. 19 Section 12 SECTION 5.1 Establishment of Certificate Distribution Account 19 Section 12 SECTION 5.2 Application of Trust Funds 20 Section 12 SECTION 5.3 Method of Payment 21 Section 13 SECTION 5.4 Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others 21 Section 13 SECTION 5.5 Tax Signature on Returns; Other Tax Matters 21 Partner 14 ARTICLE VI THE OWNER TRUSTEE 22 Section 14 SECTION 6.1 Duties of Owner Trustee 22 Section 14 SECTION 6.2 Rights of Owner Trustee 23 Section 15 SECTION 6.3 Acceptance of Trusts and Duties 23 Section 15 SECTION 6.4 Action upon Instruction by Certificateholders 27 Section 17 SECTION 6.5 Furnishing of Documents 28 Section 18 SECTION 6.6 Representations and Warranties of Owner Trustee 28 Section 18 SECTION 6.7 Reliance; Advice of Counsel 29 Section 19 SECTION 6.8 Owner Trustee May Own Certificates and Notes 29 Section 19 SECTION 6.9 Compensation and Indemnity 30 Section 19 SECTION 6.10 Replacement of Owner Trustee 31 Section 20 SECTION 6.11 Merger or Consolidation of Owner Trustee 32 Section 21 SECTION 6.12 Appointment of Co-Trustee or Separate Trustee 32 Section 21 SECTION 6.13 Eligibility Requirements for Owner Trustee 33 22 ARTICLE VII TERMINATION OF TRUST AGREEMENT 34 Section 22 SECTION 7.1 Termination of Trust Agreement 34 CRVNA 2022-P3 Trust Agreement TABLE OF CONTENTS (continued) Page 22 SECTION 7.2 [Reserved] 24 ARTICLE VIII AMENDMENTS 24 SECTION 8.1 Amendments Without Consent of Securityholders 24 SECTION 8.2 Amendments With Consent of Certificateholders and Noteholders 25 SECTION 8.3 Form of Amendments 26 ARTICLE IX MISCELLANEOUS 35 Section 8.1 Amendment 35 Section 8.2 26 SECTION 9.1 No Legal Title to Owner Trust Estate 37 Section 8.3 26 SECTION 9.2 Limitations on Rights of Others 37 Section 8.4 26 SECTION 9.3 Derivative Actions 37 Section 8.5 26 SECTION 9.4 Notices 37 Section 8.6 27 SECTION 9.5 Severability of Provisions 37 Section 8.7 Counterparts; Electronic Signature 37 Section 8.8 27 SECTION 9.6 Counterparts 27 SECTION 9.7 Successors and Assigns 38 Section 8.9 Nonpetition Covenant 38 Section 8.10 27 SECTION 9.8 No Petition Covenants 27 SECTION 9.9 No Recourse 38 Section 8.11 Entire Agreement 39 Section 8.12 28 SECTION 9.10 Headings 39 Section 8.13 28 SECTION 9.11 Governing Law 39 Section 8.14 Submission to Jurisdiction; Waiver 28 SECTION 9.12 Certificate Transfer Restrictions 28 SECTION 9.13 Indemnification by and Reimbursement of Jury Trial 39 Section 8.15 Effect the Servicer 29 EXHIBITS Exhibit A Form of Amendment and Restatement 40 Section 8.16 Information to be Provided by the Owner Trustee 40 Section 8.17 Electronic Means 42 EXHIBIT A FORM OF [REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE EXHIBIT Certificate of Authentication Exhibit B FORM OF UNDERTAKING LETTER CRVNA 2022-P3 Form of Certificate of Trust Agreement This AMENDED AND RESTATED THIS TRUST AGREEMENT, dated as of September 816, 2022 (this “Agreement”)2004, is between CARVANA WHOLESALE AUTO RECEIVABLES DEPOSITOR LLCCORPORATION, a Delaware limited liability company, in its capacity as a depositor (the “Depositor”), and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as trustee Seller, and not in its individual capacity (the “CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION as Owner Trustee”).. In consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

Appears in 1 contract

Samples: Trust Agreement (Superior Wholesale Inventory Financing Trust X)

Application of Trust Funds Certain Duties. 19 Section 12 SECTION 5.1 Establishment of Certificate Distribution Account 19 Section 12 SECTION 5.2 Application of Trust Funds 20 Section 12 SECTION 5.3 Method of Payment 21 Section 13 SECTION 5.4 Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others 21 Section 13 SECTION 5.5 Tax Signature on Returns; Other Tax Matters 21 Partner 14 ARTICLE VI THE OWNER TRUSTEE 22 Section 14 SECTION 6.1 Duties of Owner Trustee 22 Section 14 SECTION 6.2 Rights of Owner Trustee 23 Section 15 SECTION 6.3 Acceptance of Trusts and Duties 23 Section 15 SECTION 6.4 Action upon Instruction by Certificateholders 27 Section 17 SECTION 6.5 Furnishing of Documents 28 Section 18 SECTION 6.6 Representations and Warranties of Owner Trustee 28 Section 18 SECTION 6.7 Reliance; Advice of Counsel 29 Section 19 SECTION 6.8 Owner Trustee May Own Certificates and Notes 29 Section 19 SECTION 6.9 Compensation and Indemnity 30 Section 19 SECTION 6.10 Replacement of Owner Trustee 31 Section 20 SECTION 6.11 Merger or Consolidation of Owner Trustee 32 Section 21 SECTION 6.12 Appointment of Co-Trustee or Separate Trustee 32 Section 21 SECTION 6.13 Eligibility Requirements for Owner Trustee 33 22 ARTICLE VII TERMINATION OF TRUST AGREEMENT 34 Section 22 SECTION 7.1 Termination of Trust Agreement 34 CRVNA 2022-P3 Trust Agreement TABLE OF CONTENTS (continued) Page 22 SECTION 7.2 [Reserved] 24 ARTICLE VIII AMENDMENTS 24 SECTION 8.1 Amendments Without Consent of Securityholders 24 SECTION 8.2 Amendments With Consent of Certificateholders and Noteholders 25 SECTION 8.3 Form of Amendments 26 ARTICLE IX MISCELLANEOUS 35 Section 8.1 Amendment 35 Section 8.2 26 SECTION 9.1 No Legal Title to Owner Trust Estate 37 Section 8.3 26 SECTION 9.2 Limitations on Rights of Others 37 Section 8.4 26 SECTION 9.3 Derivative Actions 37 Section 8.5 26 SECTION 9.4 Notices 37 Section 8.6 27 SECTION 9.5 Severability of Provisions 37 Section 8.7 Counterparts; Electronic Signature 37 Section 8.8 27 SECTION 9.6 Counterparts 27 SECTION 9.7 Successors and Assigns 38 Section 8.9 Nonpetition Covenant 38 Section 8.10 27 SECTION 9.8 No Petition Covenants 27 SECTION 9.9 No Recourse 38 Section 8.11 Entire Agreement 39 Section 8.12 28 SECTION 9.10 Headings 39 Section 8.13 28 SECTION 9.11 Governing Law 39 Section 8.14 Submission to Jurisdiction; Waiver 28 SECTION 9.12 Certificate Transfer Restrictions 28 SECTION 9.13 Indemnification by and Reimbursement of Jury Trial 39 Section 8.15 Effect the Servicer 29 EXHIBITS Exhibit A Form of Amendment and Restatement 40 Section 8.16 Information to be Provided by the Owner Trustee 40 Section 8.17 Electronic Means 42 EXHIBIT A FORM OF [REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE EXHIBIT Certificate of Authentication Exhibit B FORM OF UNDERTAKING LETTER CRVNA 2022-P3 Form of Certificate of Trust Agreement This AMENDED AND RESTATED THIS TRUST AGREEMENT, dated as of September 8May 19, 2022 (this “Agreement”)2004, is between CARVANA WHOLESALE AUTO RECEIVABLES DEPOSITOR LLCCORPORATION, a Delaware limited liability company, in its capacity as a depositor (the “Depositor”), and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as trustee Seller, and not in its individual capacity (the “CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION as Owner Trustee”).. In consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

Appears in 1 contract

Samples: Trust Agreement (Superior Wholesale Inventory Financing Trust Ix)

Application of Trust Funds Certain Duties. 19 Section 12 SECTION 5.1 Establishment of Certificate Distribution Account 19 Section 12 SECTION 5.2 Application of Trust Funds 20 Section 12 SECTION 5.3 Method of Payment 21 Section 13 SECTION 5.4 Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others 21 Section 13 SECTION 5.5 Tax Signature on Returns; Other Tax Matters 21 Partner 14 ARTICLE VI THE OWNER TRUSTEE 22 Section 14 SECTION 6.1 Duties of Owner Trustee 22 Section 14 SECTION 6.2 Rights of Owner Trustee 23 Section 15 SECTION 6.3 Acceptance of Trusts and Duties 23 Section 15 SECTION 6.4 Action upon Instruction by Certificateholders 27 Section 17 SECTION 6.5 Furnishing of Documents 28 Section 18 SECTION 6.6 Representations and Warranties of Owner Trustee 28 Section 18 SECTION 6.7 Reliance; Advice of Counsel 29 Section 19 SECTION 6.8 Owner Trustee May Own Certificates and Notes 29 Section 19 SECTION 6.9 Compensation and Indemnity 30 Section 19 SECTION 6.10 Replacement of Owner Trustee 31 Section 20 SECTION 6.11 Merger or Consolidation of Owner Trustee 32 Section 21 SECTION 6.12 Appointment of Co-Trustee or Separate Trustee 32 Section 21 SECTION 6.13 Eligibility Requirements for Owner Trustee 33 22 ARTICLE VII TERMINATION OF TRUST AGREEMENT 34 Section 22 SECTION 7.1 Termination of Trust Agreement 34 CRVNA 2022-P3 Trust Agreement TABLE OF CONTENTS (continued) Page 22 SECTION 7.2 [Reserved] 24 ARTICLE VIII AMENDMENTS 24 SECTION 8.1 Amendments Without Consent of Securityholders 24 SECTION 8.2 Amendments With Consent of Certificateholders and Noteholders 25 SECTION 8.3 Form of Amendments 26 ARTICLE IX MISCELLANEOUS 35 Section 8.1 Amendment 35 Section 8.2 26 SECTION 9.1 No Legal Title to Owner Trust Estate 37 Section 8.3 26 SECTION 9.2 Limitations on Rights of Others 37 Section 8.4 26 SECTION 9.3 Derivative Actions 37 Section 8.5 26 SECTION 9.4 Notices 37 Section 8.6 27 SECTION 9.5 Severability of Provisions 37 Section 8.7 Counterparts; Electronic Signature 37 Section 8.8 27 SECTION 9.6 Counterparts 27 SECTION 9.7 Successors and Assigns 38 Section 8.9 Nonpetition Covenant 38 Section 8.10 27 SECTION 9.8 No Petition Covenants 27 SECTION 9.9 No Recourse 38 Section 8.11 Entire Agreement 39 Section 8.12 28 SECTION 9.10 Headings 39 Section 8.13 28 SECTION 9.11 Governing Law 39 Section 8.14 Submission to Jurisdiction; Waiver 28 SECTION 9.12 Certificate Transfer Restrictions 28 SECTION 9.13 Indemnification by and Reimbursement of Jury Trial 39 Section 8.15 Effect the Servicer 29 EXHIBITS Exhibit A Form of Amendment and Restatement 40 Section 8.16 Information to be Provided by the Owner Trustee 40 Section 8.17 Electronic Means 42 EXHIBIT A FORM OF [REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE EXHIBIT Certificate of Authentication Exhibit B FORM OF UNDERTAKING LETTER CRVNA 2022-P3 Form of Certificate of Trust Agreement This AMENDED AND RESTATED THIS TRUST AGREEMENT, dated as of September 8February 24, 2022 (this “Agreement”)2005, is between CARVANA WHOLESALE AUTO RECEIVABLES DEPOSITOR LLCCORPORATION, a Delaware limited liability company, in its capacity as a depositor (the “Depositor”), and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as trustee Seller, and not in its individual capacity (the “CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION as Owner Trustee”).. In consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

Appears in 1 contract

Samples: Trust Agreement (Superior Wholesale Inventory Financing Trust Xi)

Application of Trust Funds Certain Duties. 19 Section 5.1 SECTION 5.01. Establishment of Certificate Distribution Deposit Account 19 Section 5.2 12 SECTION 5.02. Application of Trust Funds 20 Section 5.3 Method of Payment 21 Section 5.4 12 SECTION 5.03. Accounting and Reports to the CertificateholdersOwners, the Internal Revenue Service and Others 21 Section 5.5 Tax Returns; Other Tax Matters 21 12 ARTICLE VI THE OWNER TRUSTEE 22 Section 6.1 Authority and Duties of Owner Trustee 22 Section 6.2 Rights of SECTION 6.01. General Authority 13 SECTION 6.02. General Duties 13 SECTION 6.03. Action upon Instruction 13 SECTION 6.04. No Duties Except as Specified in this Agreement or in Instructions 15 SECTION 6.05. No Action Except Under Specified Documents or Instructions 15 SECTION 6.06. Restrictions 15 ARTICLE VII Concerning Owner Trustee 23 Section 6.3 SECTION 7.01. Acceptance of Trusts and Duties 23 Section 6.4 Action upon Instruction by Certificateholders 27 Section 6.5 15 SECTION 7.02. Furnishing of Documents 28 Section 6.6 16 SECTION 7.03. Representations and Warranties of Owner Trustee 28 Section 6.7 16 SECTION 7.04. Reliance; Advice of Counsel 29 Section 6.8 17 SECTION 7.05. Not Acting in Individual Capacity 17 SECTION 7.06. Owner Trustee Not Liable for Certificates or Receivables 17 SECTION 7.07. Owner Trustee May Own Certificates and Notes 29 Section 6.9 18 SECTION 7.08. Sales Finance Licenses 18 ARTICLE VIII Compensation and Indemnity 30 Section 6.10 Replacement of Owner Trustee 31 Section 6.11 Merger or Consolidation of SECTION 8.01. Owner Trustee’s Fees and Expenses 18 SECTION 8.02. Indemnification 18 SECTION 8.03. Payments to Owner Trustee 32 Section 6.12 Appointment of Co-Trustee or Separate Trustee 32 Section 6.13 Eligibility Requirements for Owner Trustee 33 19 ARTICLE VII TERMINATION OF TRUST AGREEMENT 34 Section 7.1 IX Termination of Trust Agreement 34 CRVNA 2022-P3 SECTION 9.01. Termination of Trust Agreement TABLE OF CONTENTS (continued) Page ARTICLE VIII MISCELLANEOUS 35 Section 8.1 Amendment 35 Section 8.2 No Legal Title to Owner Trust Estate 37 Section 8.3 Limitations on Rights of Others 37 Section 8.4 Derivative Actions 37 Section 8.5 Notices 37 Section 8.6 Severability of Provisions 37 Section 8.7 Counterparts; Electronic Signature 37 Section 8.8 Successors and Assigns 38 Section 8.9 Nonpetition Covenant 38 Section 8.10 No Recourse 38 Section 8.11 Entire Agreement 39 Section 8.12 Headings 39 Section 8.13 Governing Law 39 Section 8.14 Submission to Jurisdiction; Waiver of Jury Trial 39 Section 8.15 Effect of Amendment and Restatement 40 Section 8.16 Information to be Provided by the Owner Trustee 40 Section 8.17 Electronic Means 42 EXHIBIT A FORM OF [REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE EXHIBIT B FORM OF UNDERTAKING LETTER CRVNA 2022-P3 Trust Agreement This AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 8, 2022 (this “Agreement”), is between CARVANA RECEIVABLES DEPOSITOR LLC, a Delaware limited liability company, in its capacity as a depositor (the “Depositor”), and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as trustee and not in its individual capacity (the “Owner Trustee”).19

Appears in 1 contract

Samples: Trust Agreement (Daimlerchrysler Auto Trust 2008-A)

Application of Trust Funds Certain Duties. 19 Section 12 SECTION 5.1 Establishment of Certificate Distribution Account 19 Section 12 SECTION 5.2 Application of Trust Funds 20 Section 12 SECTION 5.3 Method of Payment 21 Section 13 SECTION 5.4 Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others 21 Section 14 SECTION 5.5 Tax Signature on Returns; Other Tax Matters 21 Partner 14 ARTICLE VI THE OWNER TRUSTEE 22 Section 14 SECTION 6.1 Duties of Owner Trustee 22 Section 14 SECTION 6.2 Rights of Owner Trustee 23 Section 15 SECTION 6.3 Acceptance of Trusts and Duties 23 Section 15 SECTION 6.4 Action upon Instruction by Certificateholders 27 Section 17 SECTION 6.5 Furnishing of Documents 28 Section 18 SECTION 6.6 Representations and Warranties of Owner Trustee 28 Section 18 SECTION 6.7 Reliance; Advice of Counsel 29 Section 19 SECTION 6.8 Owner Trustee May Own Certificates and Notes 29 Section 19 SECTION 6.9 Compensation and Indemnity 30 Section 19 SECTION 6.10 Replacement of Owner Trustee 31 Section 20 SECTION 6.11 Merger or Consolidation of Owner Trustee 32 Section 21 SECTION 6.12 Appointment of Co-Trustee or Separate Trustee 32 Section 21 SECTION 6.13 Eligibility Requirements for Owner Trustee 33 22 ARTICLE VII TERMINATION OF TRUST AGREEMENT 34 Section 22 SECTION 7.1 Termination of Trust Agreement 34 CRVNA 2022-P3 Trust Agreement TABLE OF CONTENTS (continued) Page 22 SECTION 7.2 [Reserved] 24 ARTICLE VIII AMENDMENTS 24 SECTION 8.1 Amendments Without Consent of Securityholders 24 SECTION 8.2 Amendments With Consent of Certificateholders and Noteholders 25 SECTION 8.3 Form of Amendments 26 ARTICLE IX MISCELLANEOUS 35 Section 8.1 Amendment 35 Section 8.2 26 SECTION 9.1 No Legal Title to Owner Trust Estate 37 Section 8.3 26 SECTION 9.2 Limitations on Rights of Others 37 Section 8.4 26 SECTION 9.3 Derivative Actions 37 Section 8.5 26 SECTION 9.4 Notices 37 Section 8.6 27 SECTION 9.5 Severability of Provisions 37 Section 8.7 Counterparts; Electronic Signature 37 Section 8.8 27 SECTION 9.6 Counterparts 27 SECTION 9.7 Successors and Assigns 38 Section 8.9 Nonpetition Covenant 38 Section 8.10 27 SECTION 9.8 No Petition Covenants 27 SECTION 9.9 No Recourse 38 Section 8.11 Entire Agreement 39 Section 8.12 28 SECTION 9.10 Headings 39 Section 8.13 28 SECTION 9.11 Governing Law 39 Section 8.14 Submission to Jurisdiction; Waiver 28 SECTION 9.12 Certificate Transfer Restrictions 28 SECTION 9.13 Indemnification by and Reimbursement of Jury Trial 39 Section 8.15 Effect the Servicer 29 EXHIBITS Exhibit A Form of Amendment and Restatement 40 Section 8.16 Information to be Provided by the Owner Trustee 40 Section 8.17 Electronic Means 42 EXHIBIT A FORM OF [REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE EXHIBIT Certificate of Authentication Exhibit B FORM OF UNDERTAKING LETTER CRVNA 2022-P3 Form of Certificate of Trust Agreement This AMENDED AND RESTATED THIS TRUST AGREEMENT, dated as of September 8October 7, 2022 (this “Agreement”)2003, is between CARVANA WHOLESALE AUTO RECEIVABLES DEPOSITOR LLCCORPORATION, a Delaware limited liability company, in its capacity as a depositor (the “Depositor”), and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as trustee Seller, and not in its individual capacity (the “CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION as Owner Trustee”).. In consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

Appears in 1 contract

Samples: Trust Agreement (Wholesale Auto Receivables Corp)

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Application of Trust Funds Certain Duties. 19 Section 12 SECTION 5.1 Establishment of Certificate Distribution Account 19 Section 12 SECTION 5.2 Application of Trust Funds 20 Section 12 SECTION 5.3 Method of Payment 21 Section 13 SECTION 5.4 Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others 21 Section 13 SECTION 5.5 Tax Signature on Returns; Other Tax Matters 21 Partner 14 ARTICLE VI THE OWNER TRUSTEE 22 Section 14 SECTION 6.1 Duties of Owner Trustee 22 Section 14 SECTION 6.2 Rights of Owner Trustee 23 Section 15 SECTION 6.3 Acceptance of Trusts and Duties 23 Section 15 SECTION 6.4 Action upon Instruction by Certificateholders 27 Section 17 SECTION 6.5 Furnishing of Documents 28 Section 18 SECTION 6.6 Representations and Warranties of Owner Trustee 28 Section 18 SECTION 6.7 Reliance; Advice of Counsel 29 Section 19 SECTION 6.8 Owner Trustee May Own Certificates and Notes 29 Section 19 SECTION 6.9 Compensation and Indemnity 30 Section 19 SECTION 6.10 Replacement of Owner Trustee 31 Section 20 SECTION 6.11 Merger or Consolidation of Owner Trustee 32 Section 21 SECTION 6.12 Appointment of Co-Trustee or Separate Trustee 32 Section 21 SECTION 6.13 Eligibility Requirements for Owner Trustee 33 22 ARTICLE VII TERMINATION OF TRUST AGREEMENT 34 Section 22 SECTION 7.1 Termination of Trust Agreement 34 CRVNA 2022-P3 Trust Agreement TABLE OF CONTENTS (continued) Page 22 SECTION 7.2 [Reserved] 24 ARTICLE VIII AMENDMENTS 24 SECTION 8.1 Amendments Without Consent of Securityholders 24 SECTION 8.2 Amendments With Consent of Certificateholders and Noteholders 25 SECTION 8.3 Form of Amendments 26 ARTICLE IX MISCELLANEOUS 35 Section 8.1 Amendment 35 Section 8.2 26 SECTION 9.1 No Legal Title to Owner Trust Estate 37 Section 8.3 26 SECTION 9.2 Limitations on Rights of Others 37 Section 8.4 26 SECTION 9.3 Derivative Actions 37 Section 8.5 27 SECTION 9.4 Notices 37 Section 8.6 27 SECTION 9.5 Severability of Provisions 37 Section 8.7 Counterparts; Electronic Signature 37 Section 8.8 27 SECTION 9.6 Counterparts 27 SECTION 9.7 Successors and Assigns 38 Section 8.9 Nonpetition Covenant 38 Section 8.10 27 SECTION 9.8 No Petition Covenants 27 SECTION 9.9 No Recourse 38 Section 8.11 Entire Agreement 39 Section 8.12 28 SECTION 9.10 Headings 39 Section 8.13 28 SECTION 9.11 Governing Law 39 Section 8.14 Submission to Jurisdiction; Waiver 28 SECTION 9.12 Certificate Transfer Restrictions 28 SECTION 9.13 Indemnification by and Reimbursement of Jury Trial 39 Section 8.15 Effect the Servicer 29 EXHIBITS Exhibit A Form of Amendment and Restatement 40 Section 8.16 Information to be Provided by the Owner Trustee 40 Section 8.17 Electronic Means 42 EXHIBIT A FORM OF [REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE EXHIBIT Certificate of Authentication Exhibit Exhibit B FORM OF UNDERTAKING LETTER CRVNA 2022-P3 Form of Certificate of Trust Agreement This AMENDED AND RESTATED THIS TRUST AGREEMENT, dated as of September 8June 23, 2022 (this “Agreement”)2005, is between CARVANA WHOLESALE AUTO RECEIVABLES DEPOSITOR LLCCORPORATION, a Delaware limited liability company, in its capacity as a depositor (the “Depositor”), and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as trustee Seller, and not in its individual capacity (the “CHASE BANK USA, NATIONAL ASSOCIATION as Owner Trustee”).. In consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

Appears in 1 contract

Samples: Trust Agreement (Superior Wholesale Inventory Financing Trust Xii)

Application of Trust Funds Certain Duties. 19 Section 11 SECTION 5.1 Establishment of Certificate Distribution Account 19 Section 11 SECTION 5.2 Application of Trust Funds 20 Section 11 SECTION 5.3 Method of Payment 21 Section 12 SECTION 5.4 Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others 21 Section 12 SECTION 5.5 Tax Returns; Other Tax Matters 21 Signature on Returns 12 ARTICLE VI THE OWNER TRUSTEE 22 Section 12 SECTION 6.1 Duties of Owner Trustee 22 Section 12 SECTION 6.2 Rights Authority of Owner Trustee 23 Section 14 SECTION 6.3 Acceptance of Trusts and Duties 23 Section 14 SECTION 6.4 Action upon Instruction by Certificateholders 27 Section 15 SECTION 6.5 Furnishing of Documents 28 Section 16 SECTION 6.6 Representations and Warranties of Owner Trustee 28 Section 16 SECTION 6.7 Reliance; Advice of Counsel 29 Section 17 SECTION 6.8 Owner Trustee May Own Certificates and Notes 29 Section 17 SECTION 6.9 Compensation and Indemnity 30 Section 17 SECTION 6.10 Replacement of Owner Trustee 31 Section 18 SECTION 6.11 Merger or Consolidation of Owner Trustee 32 Section 19 SECTION 6.12 Appointment of Co-Trustee or Separate Trustee 32 Section 19 SECTION 6.13 Eligibility Requirements for Owner Trustee 33 20 ARTICLE VII TERMINATION OF TRUST AGREEMENT 34 Section 21 SECTION 7.1 Termination of Trust Agreement 34 CRVNA 2022-P3 Trust Agreement TABLE OF CONTENTS (continued) Page 21 ARTICLE VIII AMENDMENTS 22 SECTION 8.1 Amendments Without Consent of Certificateholders or Noteholders 22 SECTION 8.2 Amendments With Consent of Certificateholders and Noteholders 22 SECTION 8.3 Form of Amendments 23 ARTICLE IX MISCELLANEOUS 35 Section 8.1 Amendment 35 Section 8.2 23 SECTION 9.1 No Legal Title to Owner Trust Estate 37 Section 8.3 23 SECTION 9.2 Limitations on Rights of Others 37 Section 8.4 Derivative Actions 37 Section 8.5 24 SECTION 9.3 Notices 37 Section 8.6 24 SECTION 9.4 Severability of Provisions 37 Section 8.7 Counterparts; Electronic Signature 37 Section 8.8 24 SECTION 9.5 Counterparts 24 SECTION 9.6 Successors and Assigns 38 Section 8.9 Nonpetition 24 SECTION 9.7 No Petition Covenant 38 Section 8.10 24 SECTION 9.8 No Recourse 38 Section 8.11 Entire Agreement 39 Section 8.12 25 SECTION 9.9 Headings 39 Section 8.13 25 SECTION 9.10 Governing Law 39 Section 8.14 Submission to Jurisdiction; Waiver of Jury Trial 39 Section 8.15 Effect of Amendment 25 SECTION 9.11 Administrator 25 SECTION 9.12 Amended and Restatement 40 Section 8.16 Information to be Provided by the Owner Trustee 40 Section 8.17 Electronic Means 42 EXHIBIT A FORM OF [REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE EXHIBIT B FORM OF UNDERTAKING LETTER CRVNA 2022-P3 Restated Trust Agreement This AMENDED AND RESTATED 25 EXHIBITS Exhibit A Form of Certificate Exhibit B Form of Certificate of Trust TRUST AGREEMENT, dated as of September 8November 17, 2022 (this “Agreement”), is 2004 between CARVANA RECEIVABLES DEPOSITOR LLCNavistar Financial Retail Receivables Corporation, a Delaware limited liability company, in its capacity as a depositor (the “Depositor”), and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as trustee Seller, and not in its individual capacity (the “Chase Manhattan Bank USA, National Association, a national banking association, as Owner Trustee”).

Appears in 1 contract

Samples: Trust Agreement (Navistar Financial 2004-B Owner Trust)

Application of Trust Funds Certain Duties. 19 Section 11 SECTION 5.1 Establishment of Certificate Distribution Account 19 Section 11 SECTION 5.2 Application of Trust Funds 20 Section 11 SECTION 5.3 Method of Payment 21 Section 12 SECTION 5.4 Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others 21 Section 12 SECTION 5.5 Tax Returns; Other Tax Matters 21 Signature on Returns 12 ARTICLE VI THE OWNER TRUSTEE 22 Section 12 SECTION 6.1 Duties of Owner Trustee 22 Section 12 SECTION 6.2 Rights Authority of Owner Trustee 23 Section 14 SECTION 6.3 Acceptance of Trusts and Duties 23 Section 14 SECTION 6.4 Action upon Instruction by Certificateholders 27 Section 15 SECTION 6.5 Furnishing of Documents 28 Section 16 SECTION 6.6 Representations and Warranties of Owner Trustee 28 Section 16 SECTION 6.7 Reliance; Advice of Counsel 29 Section 17 SECTION 6.8 Owner Trustee May Own Certificates and Notes 29 Section 17 SECTION 6.9 Compensation and Indemnity 30 Section 17 SECTION 6.10 Replacement of Owner Trustee 31 Section 18 SECTION 6.11 Merger or Consolidation of Owner Trustee 32 Section 19 SECTION 6.12 Appointment of Co-Trustee or Separate Trustee 32 Section 19 SECTION 6.13 Eligibility Requirements for Owner Trustee 33 20 ARTICLE VII TERMINATION OF TRUST AGREEMENT 34 Section 21 SECTION 7.1 Termination of Trust Agreement 34 CRVNA 2022-P3 Trust Agreement TABLE OF CONTENTS (continued) Page 21 ARTICLE VIII AMENDMENTS 22 SECTION 8.1 Amendments Without Consent of Certificateholders or Noteholders 22 SECTION 8.2 Amendments With Consent of Certificateholders and Noteholders 22 SECTION 8.3 Form of Amendments 23 ARTICLE IX MISCELLANEOUS 35 Section 8.1 Amendment 35 Section 8.2 23 SECTION 9.1 No Legal Title to Owner Trust Estate 37 Section 8.3 23 SECTION 9.2 Limitations on Rights of Others 37 Section 8.4 Derivative Actions 37 Section 8.5 24 SECTION 9.3 Notices 37 Section 8.6 24 SECTION 9.4 Severability of Provisions 37 Section 8.7 Counterparts; Electronic Signature 37 Section 8.8 24 SECTION 9.5 Counterparts 24 SECTION 9.6 Successors and Assigns 38 Section 8.9 Nonpetition 24 SECTION 9.7 No Petition Covenant 38 Section 8.10 24 SECTION 9.8 No Recourse 38 Section 8.11 Entire Agreement 39 Section 8.12 25 SECTION 9.9 Headings 39 Section 8.13 25 SECTION 9.10 Governing Law 39 Section 8.14 Submission to Jurisdiction; Waiver of Jury Trial 39 Section 8.15 Effect of Amendment 25 SECTION 9.11 Administrator 25 SECTION 9.12 Amended and Restatement 40 Section 8.16 Information to be Provided by the Owner Trustee 40 Section 8.17 Electronic Means 42 EXHIBIT A FORM OF [REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE EXHIBIT B FORM OF UNDERTAKING LETTER CRVNA 2022-P3 Restated Trust Agreement This AMENDED AND RESTATED 25 EXHIBITS Exhibit A Form of Certificate Exhibit B Form of Certificate of Trust TRUST AGREEMENT, dated as of September 8April 1, 2022 (this “Agreement”), is 2004 between CARVANA RECEIVABLES DEPOSITOR LLCNavistar Financial Retail Receivables Corporation, a Delaware limited liability company, in its capacity as a depositor (the “Depositor”), and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as trustee Seller, and not in its individual capacity (the “Chase Manhattan Bank USA, National Association, a national banking association, as Owner Trustee”).

Appears in 1 contract

Samples: Trust Agreement (Navistar Financial Retail Rec Corp Navistar Fin 04 a Own Tr)

Application of Trust Funds Certain Duties. 19 Section 12 SECTION 5.1 Establishment of Certificate Distribution Account 19 Section 12 SECTION 5.2 Application of Trust Funds 20 Section 12 SECTION 5.3 Method of Payment 21 Section 13 SECTION 5.4 Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others 21 Section 13 SECTION 5.5 Tax Signature on Returns; Other Tax Matters 21 Partner 14 ARTICLE VI THE OWNER TRUSTEE 22 Section 14 SECTION 6.1 Duties of Owner Trustee 22 Section 14 SECTION 6.2 Rights of Owner Trustee 23 Section 15 SECTION 6.3 Acceptance of Trusts and Duties 23 Section 15 SECTION 6.4 Action upon Instruction by Certificateholders 27 Section 17 SECTION 6.5 Furnishing of Documents 28 Section 18 SECTION 6.6 Representations and Warranties of Owner Trustee 28 Section 18 SECTION 6.7 Reliance; Advice of Counsel 29 Section 18 SECTION 6.8 Owner Trustee May Own Certificates and Notes 29 Section 19 SECTION 6.9 Compensation and Indemnity 30 Section 19 SECTION 6.10 Replacement of Owner Trustee 31 Section 19 SECTION 6.11 Merger or Consolidation of Owner Trustee 32 Section 21 SECTION 6.12 Appointment of Co-Trustee or Separate Trustee 32 Section 21 SECTION 6.13 Eligibility Requirements for Owner Trustee 33 22 ARTICLE VII TERMINATION OF TRUST AGREEMENT 34 Section 23 SECTION 7.1 Termination of Trust Agreement 34 CRVNA 2022-P3 Trust Agreement TABLE OF CONTENTS (continued) Page 23 SECTION 7.2 [Reserved] 24 ARTICLE VIII AMENDMENTS 24 SECTION 8.1 Amendments Without Consent of Securityholders 24 SECTION 8.2 Amendments With Consent of Certificateholders and Noteholders 25 SECTION 8.3 Form of Amendments 26 ARTICLE IX MISCELLANEOUS 35 Section 8.1 Amendment 35 Section 8.2 26 SECTION 9.1 No Legal Title to Owner Trust Estate 37 Section 8.3 26 SECTION 9.2 Limitations on Rights of Others 37 Section 8.4 26 SECTION 9.3 Derivative Actions 37 Section 8.5 26 SECTION 9.4 Notices 37 Section 8.6 27 SECTION 9.5 Severability of Provisions 37 Section 8.7 Counterparts; Electronic Signature 37 Section 8.8 27 SECTION 9.6 Counterparts 27 SECTION 9.7 Successors and Assigns 38 Section 8.9 Nonpetition Covenant 38 Section 8.10 27 SECTION 9.8 No Petition Covenants 27 SECTION 9.9 No Recourse 38 Section 8.11 Entire Agreement 39 Section 8.12 28 SECTION 9.10 Headings 39 Section 8.13 28 SECTION 9.11 Governing Law 39 Section 8.14 Submission to Jurisdiction; Waiver 28 SECTION 9.12 Certificate Transfer Restrictions 28 SECTION 9.13 Indemnification by and Reimbursement of Jury Trial 39 Section 8.15 Effect the Servicer 29 EXHIBITS Exhibit A Form of Amendment and Restatement 40 Section 8.16 Information to be Provided by the Owner Trustee 40 Section 8.17 Electronic Means 42 EXHIBIT A FORM OF [REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE EXHIBIT Certificate of Authentication Exhibit B FORM OF UNDERTAKING LETTER CRVNA 2022-P3 Form of Certificate of Trust Agreement This AMENDED AND RESTATED THIS TRUST AGREEMENT, dated as of September 8[•], 2022 (this “Agreement”), is between CARVANA WHOLESALE AUTO RECEIVABLES DEPOSITOR LLCCORPORATION, a Delaware limited liability company, in its capacity as a depositor (the “Depositor”), and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as trustee Depositor, and not in its individual capacity (the “[•] as Owner Trustee”).. In consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

Appears in 1 contract

Samples: Trust Agreement (Wholesale Auto Receivables Corp)

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