Common use of CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE, THE PAYING AGENT AND THE CERTIFICATE REGISTRAR Clause in Contracts

CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE, THE PAYING AGENT AND THE CERTIFICATE REGISTRAR. Except as otherwise provided in Section 7.01: (i) The Grantor Trustee, the Paying Agent and the Certificate Registrar may rely and shall be protected in acting or refraining from acting in reliance on any resolution, certificate of the Depositor, the Master Servicer, the Underlying Securities Administrator or the Underlying Trustee, any certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The Grantor Trustee, the Paying Agent and the Certificate Registrar may consult with counsel and any written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such written advice or Opinion of Counsel; (iii) None of the Grantor Trustee, the Paying Agent and the Certificate Registrar shall be under any obligation to exercise any of the trusts or powers vested in it by this Agreement, other than its obligation to give notices pursuant to this Agreement, and shall not be under any obligation to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Grantor Trustee, the Paying Agent and the Certificate Registrar, as the case may be, reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) None of the Grantor Trustee, the Paying Agent and the Certificate Registrar shall be liable in its individual capacity for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (v) None of the Grantor Trustee, the Paying Agent and the Certificate Registrar shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund and provided that the payment within a reasonable time to the Grantor Trustee, the Paying Agent or the Certificate Registrar, as the case may be, of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Grantor Trustee, the Paying Agent or the Certificate Registrar, as the case may be, reasonably assured to the Grantor Trustee, the Paying Agent or the Certificate Registrar, as the case may be, by the security afforded to it by the terms of this Agreement. The Grantor Trustee, the Paying Agent or the Certificate Registrar, as the case may be, may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid pro rata by the Certificateholders requesting the investigation; (vi) The Grantor Trustee, the Paying Agent or the Certificate Registrar, as the case may be, may (to the extent it is authorized hereunder to so execute or perform) execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through its Affiliates, agents or attorneys. The Grantor Trustee, the Paying Agent or the Certificate Registrar, as the case may be, shall not be liable or responsible for the misconduct or negligence of any agent or attorney of the Grantor Trustee, the Paying Agent or the Certificate Registrar, as the case may be, appointed hereunder by the Grantor Trustee, the Paying Agent or the Certificate Registrar, as the case may be, with due care; (vii) Should the Grantor Trustee, the Paying Agent or the Certificate Registrar, as the case may be, deem the nature of any action required on its part, other than a payment or transfer under Section 3.02 or Section 5.01, to be unclear, the Grantor Trustee, the Paying Agent or the Certificate Registrar, as the case may be, may require prior to such action that it be provided by the Depositor with reasonable further instructions; (viii) The right of the Grantor Trustee, the Paying Agent or the Certificate Registrar, as the case may be, to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Grantor Trustee, the Paying Agent or the Certificate Registrar, as the case may be, shall not be accountable for other than its negligence, bad faith, negligent failure to act or willful misconduct in the performance of any such act; and (ix) None of the Certificate Registrar, the Paying Agent and the Grantor Trustee shall be required to give any bond or surety with respect to the execution of the trust created hereby or the powers granted hereunder, except as provided in Section 7.07.