(d) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including lost profits, or for losses due to forces beyond the control of the Owner Trustee, including but not limited to strikes, work stoppages, epidemics, pandemics, quarantines, shelter-in-place or other similar directives, orders, regulations, guidance or policies of any governmental authority, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or disasters, acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the Owner Trustee; it being understood that the Owner Trustee shall use reasonable efforts which are consistent with accepted practice in the banking industry to resume performance as soon as practicable under the circumstances.
(e) In the event of the engagement of any accountants hereunder or pursuant hereto including in connection with the performance of any agreed upon procedures or any audit related to the activities of the Issuer, the Owner Trustee shall not be liable for any claims, liabilities or expenses relating to such accountants engagement or any report issued in connection with such engagement. Dissemination of any such report other than pursuant to the Transaction Documents or applicable law is subject to the consent of the accountants.
(f) Under no circumstances will the Owner Trustee (i) have any duty or obligation to take any action or make any determination, decision or election (including for or on behalf of the Issuer) in connection with any Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes, Benchmark Replacement Date, Benchmark Transition Event, Unadjusted Benchmark Replacement, the index upon which any Contract Rate is determined or any other matters related to or arising in connection with the foregoing (each, a Benchmark Determination), all of which shall be determined or taken by the Administrator or such other Person to the extent expressly provided for in the Transaction Documents or (ii) have any liability for any determination, decision or election made by or on behalf of the Issuer, the Indenture Trustee, the Administrator or any other person in connection with any Benchmark Determination. Each Holder of a Note or Certificate, or beneficial owner thereof, by its acceptance of a Note or Certificate or beneficial interest therein, as applicable, will be deemed to waive and release any and all claims against the Owner Trustee relating to any Benchmark Determination. The Owner Trustee shall be under no duty to succeed to, assume or perform any of the duties of the Administrator or the Servicer, or to appoint a successor in the event of the resignation or removal of the Administrator or the Servicer, or to remove and replace the Administrator or the Servicer in the event of a default, breach or failure of performance on the part of the Administrator or the Servicer, as applicable, with respect to its duties and obligations under the terms of the Transaction Documents; provided that the parties hereto acknowledge and agree that the foregoing is not intended to relieve the Owner Trustee of any of its express duties or obligations under the Transaction Documents.
SECTION 7.2. Furnishing of Documents. The Owner Trustee shall furnish to the Certificateholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Transaction Documents.
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Amended and Restated
Trust Agreement (DRIVE 2020-2)