Common use of CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE Clause in Contracts

CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE. Except as otherwise provided in Section 7.01: (i) The Grantor Trustee may rely and shall be protected in acting or refraining from acting in reliance on any resolution, certificate of the Depositor, the Servicer 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 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) The Grantor Trustee shall not 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 reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) The Grantor Trustee shall not 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) The Grantor Trustee shall not 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 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, reasonably assured to the Grantor Trustee by the security afforded to it by the terms of this Agreement. The Grantor Trustee 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 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 shall not be liable or responsible for the misconduct or negligence of any agent or attorney of the Grantor Trustee appointed hereunder by the Grantor Trustee with due care; (vii) Should the Grantor Trustee 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 may require prior to such action that it be provided by the Depositor with reasonable further instructions; (viii) The right of the Grantor Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Grantor Trustee 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) The Grantor Trustee shall not 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.

CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE. Except as otherwise provided in Section 7.016.01: (i) The Grantor Trustee may rely and shall be protected in acting or refraining from acting in reliance on upon any resolution, certificate of the DepositorOfficer's Certificate, the Servicer 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 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 in respect to of 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) The Grantor Trustee shall not be under any no 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 Grantor Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders Grantor Trust Certificateholder pursuant to the provisions of this Grantor Trust Agreement, unless such Certificateholders the Grantor Trust Certificateholder shall have offered to the Grantor Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or therebythereby has given its consent; nothing contained herein shall, however, relieve the Grantor Trustee of the obligation, upon the occurrence of a Servicing Default (which has not been cured), to exercise such of the rights and powers vested in it by this Grantor Trust Agreement, and to use the same degree of care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs; (iv) The Grantor Trustee shall not be personally 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 Grantor Trust Agreement; (v) The Prior to the occurrence of a Servicing Default hereunder and after the curing of any Servicing Default which may have occurred, the Grantor Trustee shall not 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 Grantor Trust Fund and provided Certificateholder; provided, however, that if the payment within a reasonable time to the Grantor Trustee 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, not reasonably assured to the Grantor Trustee by the security afforded to it by the terms of this Grantor Trust Agreement. The , the Grantor Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such actionso proceeding. The reasonable expense of every such examination shall be paid pro rata by the Certificateholders Master Servicer, if a Servicing Default shall have occurred and is continuing, and otherwise by the Grantor Trust Certificateholder requesting the investigation;; and (vi) The Grantor Trustee 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 by or through its Affiliates, agents or attorneys. The Grantor Trustee shall not be liable attorneys or responsible for the misconduct a custodian or negligence of any agent or attorney of the Grantor Trustee appointed hereunder by the Grantor Trustee with due care; (vii) Should the Grantor Trustee 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 may require prior to such action that it be provided by the Depositor with reasonable further instructions; (viii) The right of the Grantor Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutynominee, and the Grantor Trustee shall not be accountable responsible for other than its negligenceany misconduct or negligence on the part of, bad faithor for the supervision of, negligent failure to act or willful misconduct in the performance of any such act; and (ix) The Grantor Trustee shall not be required to give any bond agent, attorney, custodian or surety nominee appointed with respect to the execution of the trust created hereby or the powers granted due care by it hereunder, except as provided in Section 7.07.

CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE. Except as otherwise provided in Section 7.01: (i) The Grantor Trustee may rely and shall be protected in acting or refraining from acting in reliance on any resolution, certificate of the Depositor, the Servicer Depositor or the Underlying Indenture 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 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) The Grantor Trustee shall not 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 notices, make payments and deliver reports and statements pursuant to this Agreement, and shall not be under any obligation or 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 reasonable security or indemnity satisfactory to the Grantor Trustee against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) The Grantor Trustee shall not 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) The Grantor Trustee shall not 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 each Trust Fund and provided that the payment within a reasonable time to the Grantor Trustee 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, reasonably assured to the Grantor Trustee by the security afforded to it by the terms of this Agreement. The Grantor Trustee may require reasonable indemnity satisfactory to the Grantor Trustee 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 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 shall not be liable or responsible for the misconduct or negligence of any agent or attorney of the Grantor Trustee Trustee's agents or attorneys or a custodian or paying agent appointed hereunder by the Grantor Trustee with due care; (vii) Should the Grantor Trustee deem the nature of any action required on its part, other than a payment or transfer under Section Subsection 3.02 or Section 5.01, to be unclear, the Grantor Trustee may require prior to such action that it be provided by the Depositor with reasonable further instructions; (viii) The right of the Grantor Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Grantor Trustee shall not be accountable for other than its negligence, bad faith, negligent failure to act negligence or willful misconduct in the performance of any such act; and (ix) The Grantor Trustee shall not 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.

CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE. Except as otherwise provided in Section 7.016.01: (i) The Grantor Trustee may rely and shall be protected in acting or refraining from acting in reliance on upon any resolution, certificate of the DepositorOfficers' Certificate, the Servicer 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 may consult with counsel counsel, and any written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with in respect to of 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) The Grantor Trustee shall not 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 reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) The Grantor Trustee shall not be personally 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) The Grantor Trustee shall not 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 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, reasonably assured to the Grantor Trustee by the security afforded to it by the terms of this Agreement. The Grantor Trustee 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; (viiv) The Grantor Trustee 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 by or through its Affiliates, agents or attorneys. The ; and (v) All rights of action under this Agreement or under the Grantor Trustee shall not Trust Certificate, enforceable by the Grantor Trustee, may be liable or responsible for enforced by it without the misconduct or negligence of any agent or attorney possession of the Grantor Trustee appointed hereunder Trust Certificate, or the production thereof at the trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Grantor Trustee with due care; (vii) Should shall be brought in its name for the benefit the Grantor Trustee deem the nature of any action required on its partTrust Holder, other than a payment or transfer under Section 3.02 or Section 5.01, to be unclear, the Grantor Trustee may require prior to such action that it be provided by the Depositor with reasonable further instructions; (viii) The right of the Grantor Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Grantor Trustee 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) The Grantor Trustee shall not be required to give any bond or surety with respect subject to the execution provisions of the trust created hereby or the powers granted hereunder, except as provided in Section 7.07this Agreement.

CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE. Except as otherwise provided in Section 7.01: (i) The Grantor Trustee may rely and shall be protected in acting or refraining from acting in reliance on any resolution, certificate of the Depositor, the Servicer Depositor or the Underlying Indenture 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 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) The Grantor Trustee shall not 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 or 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 reasonable security or indemnity satisfactory to the Grantor Trustee against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) The Grantor Trustee shall not 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) The Grantor Trustee shall not 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 each Trust Fund and provided that the payment within a reasonable time to the Grantor Trustee 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, reasonably assured to the Grantor Trustee by the security afforded to it by the terms of this Agreement. The Grantor Trustee may require reasonable indemnity satisfactory to the Grantor Trustee 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 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 shall not be liable or responsible for the misconduct or negligence of any agent or attorney of the Grantor Trustee Trustee's agents or attorneys or a custodian or paying agent appointed hereunder by the Grantor Trustee with due care; (vii) Should the Grantor Trustee deem the nature of any action required on its part, other than a payment or transfer under Section Subsection 3.02 or Section 5.01, to be unclear, the Grantor Trustee may require prior to such action that it be provided by the Depositor with reasonable further instructions; (viii) The right of the Grantor Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Grantor Trustee shall not be accountable for other than its negligence, bad faith, negligent failure to act negligence or willful misconduct in the performance of any such act; and (ix) The Grantor Trustee shall not 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.

CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE. Except as otherwise provided in Section 7.016.01: (i) The Grantor Trustee may conclusively rely and shall be protected in acting or refraining from acting in reliance on upon any resolution, certificate of the DepositorOfficers' Certificate, the Servicer 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 may consult with counsel of its selection, and any written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with in respect to of 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) The Grantor Trustee shall not 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 reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) The Grantor Trustee shall not be personally 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) The Grantor Trustee shall not 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 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, reasonably assured to the Grantor Trustee by the security afforded to it by the terms of this Agreement. The Grantor Trustee 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; (viiv) The Grantor Trustee 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 by or through its Affiliates, agents or attorneys. The ; (v) All rights of action under this Agreement or under the Grantor Trustee shall not Trust Certificate, enforceable by the Grantor Trustee, may be liable or responsible for enforced by it without the misconduct or negligence of any agent or attorney possession of the Grantor Trustee appointed hereunder Trust Certificate, or the production thereof at the trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Grantor Trustee with due care;shall be brought in its name for the benefit the Grantor Trust Holder, subject to the provisions of this Agreement; and (viivi) Should To the Grantor Trustee deem the nature of any action required on extent applicable to its part, other than a payment or transfer under Section 3.02 or Section 5.01, to be unclearduties hereunder, the Grantor Trustee may require prior to such action that it be provided by shall comply with the Depositor with reasonable further instructions; (viii) The right requirements of the Grantor Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Grantor Trustee 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) The Grantor Trustee shall not be required to give any bond or surety Title I with respect to the execution of the trust created hereby or the powers granted hereunder, except as provided in Section 7.07all FHA Loans.

CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE. Except as otherwise provided in Section 7.01: (ia) The Grantor Trustee may rely and shall be protected in acting or refraining from acting in reliance on any resolution, certificate of the Depositor, the Servicer Depositor or the Underlying Indenture Trustee, any certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (iib) The Grantor Trustee 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; (iiic) The Grantor Trustee shall not 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 notices, make payments, register transfers and deliver reports and statements pursuant to this Agreement, and shall not be under any obligation or 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 reasonable security or indemnity satisfactory to the Grantor Trustee against the costs, expenses and liabilities which may be incurred therein or thereby; (ivd) The Grantor Trustee shall not 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; (ve) The Grantor Trustee shall not 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 note 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 Majority Certificateholders and provided that the payment within a reasonable time to the Grantor Trustee 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, reasonably assured to the Grantor Trustee by the security afforded to it by the terms of this AgreementTrustee. The Grantor Trustee may require reasonable indemnity satisfactory to the Grantor Trustee 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; PROVIDED, HOWEVER, that no investigation shall be made without the consent of the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than a majority of the Class A-5-1 Certificates; (vif) The Grantor Trustee 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 shall not be liable or responsible for the misconduct or negligence of any agent or attorney of the Grantor Trustee Trustee's agents or attorneys or a custodian or paying agent appointed hereunder by the Grantor Trustee with due care; (viig) Should the Grantor Trustee 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 may require prior to such action that it be provided by the Depositor with reasonable further instructions; (viiih) The right of the Grantor Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Grantor Trustee shall not be accountable for other than its negligence, bad faith, negligent failure to act negligence or willful misconduct in the performance of any such act; and (ixi) The Grantor Trustee shall not 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.

CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE. Except as otherwise provided in Section 7.016.01: (i) The Grantor Trustee may rely and shall be protected in acting or refraining from acting in reliance on upon any resolution, certificate of the DepositorOfficer’s Certificate, the Servicer 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 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 in respect to of 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) The Grantor Trustee shall not be under any no 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 Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders Grantor Trust Certificateholder pursuant to the provisions of this Agreement, unless such Certificateholders the Grantor Trust Certificateholder shall have offered to the Grantor Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or therebythereby has given its consent; nothing contained herein shall, however, relieve the Grantor Trustee of the obligation, upon the occurrence of a Master Servicer Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor’s own affairs; (iv) The Grantor Trustee shall not be personally 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) The Prior to the occurrence of a Master Servicer Event of Default hereunder and after the curing of any Master Servicer Event of Default which may have occurred, the Grantor Trustee shall not 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 Grantor Trust Fund and provided Certificateholder; provided, however, that if the payment within a reasonable time to the Grantor Trustee 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, not reasonably assured to the Grantor Trustee by the security afforded to it by the terms of this Agreement. The , the Grantor Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such actionso proceeding. The reasonable expense of every such examination shall be paid pro rata by the Certificateholders Master Servicer, if a Master Servicer Event of Default shall have occurred and is continuing, and otherwise by the Grantor Trust Certificateholder requesting the investigation; (vi) The Grantor Trustee 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 by or through its Affiliates, agents or attorneys. The attorneys or a custodian or nominee, and the Grantor Trustee shall not be liable or responsible for the any misconduct or negligence of on the part of, or for the supervision of, any agent such agent, attorney, custodian or attorney of the Grantor Trustee nominee appointed hereunder by the Grantor Trustee with due carecare by it hereunder; (vii) Should the Grantor Trustee 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 may require prior to such action that it be provided by the Depositor with reasonable further instructions; (viii) The right of the Grantor Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Grantor Trustee shall not be accountable for other than its negligence, bad faith, negligent failure to act negligence or willful misconduct in the performance of any such act; and (ixviii) The Grantor Trustee shall not 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.

CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE. Except as otherwise provided in Section 7.016.01: (i) The Grantor Trustee may rely and shall be protected in acting or refraining from acting in reliance on upon any resolution, certificate of the DepositorOfficer's Certificate, the Servicer 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 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 in respect to of 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) The Grantor Trustee shall not be under any no 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 Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders Grantor Trust Certificateholder pursuant to the provisions of this Agreement, unless such Certificateholders the Grantor Trust Certificateholder shall have offered to the Grantor Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or therebythereby has given its consent; nothing contained herein shall, however, relieve the Grantor Trustee of the obligation, upon the occurrence of a Master Servicer Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs; (iv) The Grantor Trustee shall not be personally 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) The Prior to the occurrence of a Master Servicer Event of Default hereunder and after the curing of any Master Servicer Event of Default which may have occurred, the Grantor Trustee shall not 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 Grantor Trust Fund and provided Certificateholder; PROVIDED, HOWEVER, that if the payment within a reasonable time to the Grantor Trustee 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, not reasonably assured to the Grantor Trustee by the security afforded to it by the terms of this Agreement. The , the Grantor Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such actionso proceeding. The reasonable expense of every such examination shall be paid pro rata by the Certificateholders Master Servicer, if a Master Servicer Event of Default shall have occurred and is continuing, and otherwise by the Grantor Trust Certificateholder requesting the investigation; (vi) The Grantor Trustee 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 by or through its Affiliates, agents or attorneys. The attorneys or a custodian or nominee, and the Grantor Trustee shall not be liable or responsible for the any misconduct or negligence of on the part of, or for the supervision of, any agent such agent, attorney, custodian or attorney of the Grantor Trustee nominee appointed hereunder by the Grantor Trustee with due carecare by it hereunder; (vii) Should the Grantor Trustee 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 may require prior to such action that it be provided by the Depositor with reasonable further instructions; (viii) The right of the Grantor Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Grantor Trustee shall not be accountable for other than its negligence, bad faith, negligent failure to act negligence or willful misconduct in the performance of any such act; and (ixviii) The Grantor Trustee shall not 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.

CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE. Except as otherwise provided in Section 7.016.01: (i) The Grantor Trustee may rely and shall be protected in acting or refraining from acting in reliance on upon any resolution, certificate of the DepositorOfficer's Certificate, the Servicer 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 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 in respect to of 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) The Grantor Trustee shall not be under any no 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 Grantor Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders Grantor Trust Certificateholder pursuant to the provisions of this Grantor Trust Agreement, unless such Certificateholders the Grantor Trust Certificateholder shall have offered to the Grantor Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or therebythereby has given its consent; nothing contained herein shall, however, relieve the Grantor Trustee of the obligation, upon the occurrence of a Servicing Default (which has not been cured), to exercise such of the rights and powers vested in it by this Grantor Trust Agreement, and to use the same degree of care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs; (iv) The Grantor Trustee shall not be personally 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 Grantor Trust Agreement; (v) The Prior to the occurrence of a Servicing Default hereunder and after the curing of any Servicing Default which may have occurred, the Grantor Trustee shall not 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 Grantor Trust Fund and provided Certificateholder; PROVIDED, HOWEVER, that if the payment within a reasonable time to the Grantor Trustee 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, not reasonably assured to the Grantor Trustee by the security afforded to it by the terms of this Grantor Trust Agreement. The , the Grantor Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such actionso proceeding. The reasonable expense of every such examination shall be paid pro rata by the Certificateholders Master Servicer, if a Servicing Default shall have occurred and is continuing, and otherwise by the Grantor Trust Certificateholder requesting the investigation;; and (vi) The Grantor Trustee 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 by or through its Affiliates, agents or attorneys. The Grantor Trustee shall not be liable attorneys or responsible for the misconduct a custodian or negligence of any agent or attorney of the Grantor Trustee appointed hereunder by the Grantor Trustee with due care; (vii) Should the Grantor Trustee 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 may require prior to such action that it be provided by the Depositor with reasonable further instructions; (viii) The right of the Grantor Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutynominee, and the Grantor Trustee shall not be accountable responsible for other than its negligenceany misconduct or negligence on the part of, bad faithor for the supervision of, negligent failure to act or willful misconduct in the performance of any such act; and (ix) The Grantor Trustee shall not be required to give any bond agent, attorney, custodian or surety nominee appointed with respect to the execution of the trust created hereby or the powers granted due care by it hereunder, except as provided in Section 7.07.

CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE. Except as otherwise provided in Section 7.016.01: (i) The Grantor Trustee may rely and shall be protected in acting or refraining from acting in reliance on upon any resolution, certificate of the DepositorOfficers' Certificate, the Servicer 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 may consult with counsel counsel, and any written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with in respect to of 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) The Grantor Trustee shall not 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 reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) The Grantor Trustee shall not be personally 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) The Grantor Trustee shall not 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 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, reasonably assured to the Grantor Trustee by the security afforded to it by the terms of this Agreement. The Grantor Trustee 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; (viiv) The Grantor Trustee 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 by or through its Affiliates, agents or attorneys. The ; and (v) All rights of action under this Agreement or under the Grantor Trustee shall not Trust Certificate, enforceable by the Grantor Trustee, may be liable or responsible for enforced by it without the misconduct or negligence of any agent or attorney possession of the Grantor Trustee appointed hereunder Trust Certificate, or the production thereof at the trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Grantor Trustee with due care;shall be brought in its name for the benefit the Grantor Trust Holder, subject to the provisions of this Agreement. (viivi) Should Notwithstanding anything to the Grantor Trustee 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 unclearcontrary herein, the Grantor Trustee may require prior to such action that it shall be provided by the Depositor with reasonable further instructions; (viii) The right of same entity as the Grantor Indenture Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, under the Indenture and the Grantor Trustee shall not be accountable for other than its negligenceSale and Servicing Agreement, bad faith, negligent failure to act or willful misconduct in unless the performance of any such act; and (ix) The Grantor Trustee shall not 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 7.07Securities Insurer otherwise consents.

CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE. Except as otherwise provided in Section 7.01: (ia) The Grantor Trustee may rely and shall be protected in acting or refraining from acting in reliance on any resolution, certificate of the Depositor, the Servicer Depositor or the Underlying Indenture Trustee, any certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (iib) The Grantor Trustee 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; (iiic) The Grantor Trustee shall not 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 notices, make payments, register transfers and deliver reports and statements pursuant to this Agreement, and shall not be under any obligation or 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 reasonable security or indemnity satisfactory to the Grantor Trustee against the costs, expenses and liabilities which may be incurred therein or thereby; (ivd) The Grantor Trustee shall not 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; (ve) The Grantor Trustee shall not 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 note 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 Majority Certificateholders and provided that the payment within a reasonable time to the Grantor Trustee 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, reasonably assured to the Grantor Trustee by the security afforded to it by the terms of this AgreementTrustee. The Grantor Trustee may require reasonable indemnity satisfactory to the Grantor Trustee 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; provided, however, that no investigation shall be made without the consent of the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than a majority of the Class A-5-1 Certificates; (vif) The Grantor Trustee 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 shall not be liable or responsible for the misconduct or negligence of any agent or attorney of the Grantor Trustee Trustee’s agents or attorneys or a custodian or paying agent appointed hereunder by the Grantor Trustee with due care; (viig) Should the Grantor Trustee 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 may require prior to such action that it be provided by the Depositor with reasonable further instructions; (viiih) The right of the Grantor Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Grantor Trustee shall not be accountable for other than its negligence, bad faith, negligent failure to act negligence or willful misconduct in the performance of any such act; and (ixi) The Grantor Trustee shall not 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.

CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE. Except as otherwise provided in Section 7.01: (i) The Grantor Trustee may rely and shall be protected in acting or refraining from acting in reliance on any resolution, certificate of the Depositor, the Servicer Seller 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 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) The Grantor Trustee nor shall not 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 or 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 reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) The Grantor Trustee shall not 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) The Grantor Trustee shall not 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 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, reasonably assured to the Grantor Trustee by the security afforded to it by the terms of this Agreement. The Grantor Trustee 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 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 shall not be liable or responsible for the misconduct or negligence of any agent or attorney of the Grantor Trustee Trustee's agents or attorneys or a custodian or paying agent appointed hereunder by the Grantor Trustee with due care; (vii) Should the Grantor Trustee deem the nature of any action required on its part, other than a payment or transfer under Section Subsection 3.02 or Section 5.01, to be unclear, the Grantor Trustee may require prior to such action that it be provided by the Depositor Seller with reasonable further instructions; (viii) The right of the Grantor Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Grantor Trustee shall not be accountable for other than its negligence, bad faith, negligent failure to act negligence or willful misconduct in the performance of any such act; and (ix) The Grantor Trustee shall not 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.

CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE. Except as otherwise provided in Section 7.01: (ia) The Grantor Trustee may rely and shall be protected in acting or refraining from acting in reliance on any resolution, certificate of the Depositor, the Servicer Depositor or the Underlying Indenture Trustee, any certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (iib) The Grantor Trustee 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; (iiic) The Grantor Trustee shall not 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 notices, make payments, register transfers and deliver reports and statements pursuant to this Agreement, and shall not be under any obligation or 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 reasonable security or indemnity satisfactory to the Grantor Trustee against the costs, expenses and liabilities which may be incurred therein or thereby; (ivd) The Grantor Trustee shall not 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; (ve) The Grantor Trustee shall not 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 note 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 Majority Certificateholders and provided that the payment within a reasonable time to the Grantor Trustee 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, reasonably assured to the Grantor Trustee by the security afforded to it by the terms of this AgreementTrustee. The Grantor Trustee may require reasonable indemnity satisfactory to the Grantor Trustee 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; provided, however, that no investigation shall be made without the consent of (i) the Holders of Class A-5-1 Certificates evidencing Fractional Undivided Interests aggregating not less than a majority of the Class A-5-1 Certificates and (ii) if any Class A-IO-1 Certificates are then outstanding, the Holders of Class A-IO-1 Certificates evidencing Fractional Undivided Interests aggregating not less than a majority of the Class A-IO-1 Certificates; (vif) The Grantor Trustee 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 shall not be liable or responsible for the misconduct or negligence of any agent or attorney of the Grantor Trustee Trustee’s agents or attorneys or a custodian or paying agent appointed hereunder by the Grantor Trustee with due care; (viig) Should the Grantor Trustee 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 may require prior to such action that it be provided by the Depositor with reasonable further instructions; (viiih) The right of the Grantor Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Grantor Trustee shall not be accountable for other than its negligence, bad faith, negligent failure to act negligence or willful misconduct in the performance of any such act; and (ixi) The Grantor Trustee shall not 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.

CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE. Except as otherwise provided in Section 7.016.01: (i) The Grantor Trustee may rely and shall be protected in acting or refraining from acting in reliance on upon any resolution, certificate of the DepositorOfficers' Certificate, the Servicer 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 may consult with counsel counsel, and any written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with in respect to of 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) The Grantor Trustee shall not 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 reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) The Grantor Trustee shall not be personally 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) The Grantor Trustee shall not 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 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, reasonably assured to the Grantor Trustee by the security afforded to it by the terms of this Agreement. The Grantor Trustee 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; (viiv) The Grantor Trustee 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 by or through its Affiliates, agents or attorneys. The ; and (v) All rights of action under this Agreement or under the Grantor Trustee shall not Trust Certificate, enforceable by the Grantor Trustee, may be liable or responsible for enforced by it without the misconduct or negligence of any agent or attorney possession of the Grantor Trustee appointed hereunder Trust Certificate, or the production thereof at the trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Grantor Trustee with due care; (vii) Should shall be brought in its name for the Grantor Trustee 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 may require prior to such action that it be provided by the Depositor with reasonable further instructions; (viii) The right benefit of the Grantor Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutyTrust Holder, and the Grantor Trustee 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) The Grantor Trustee shall not be required to give any bond or surety with respect subject to the execution provisions of the trust created hereby or the powers granted hereunder, except as provided in Section 7.07this Agreement.

CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE. Except as otherwise provided in Section 7.01: (ia) The Grantor Trustee may rely and shall be protected in acting or refraining from acting in reliance on any resolution, certificate of the Depositor, the Servicer Depositor or the Underlying Indenture Trustee, any certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (iib) The Grantor Trustee 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; (iiic) The Grantor Trustee shall not 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 notices, make payments, register transfers and deliver reports and statements pursuant to this Agreement, and shall not be under any obligation or 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 reasonable security or indemnity satisfactory to the Grantor Trustee against the costs, expenses and liabilities which may be incurred therein or thereby; (ivd) The Grantor Trustee shall not 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; (ve) The Grantor Trustee shall not 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 note 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 Majority Certificateholders and provided that the payment within a reasonable time to the Grantor Trustee 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, reasonably assured to the Grantor Trustee by the security afforded to it by the terms of this AgreementTrustee. The Grantor Trustee may require reasonable indemnity satisfactory to the Grantor Trustee 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; PROVIDED, HOWEVER, that no investigation shall be made without the consent of the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than a majority of the Class [___] Certificates; (vif) The Grantor Trustee 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 shall not be liable or responsible for the misconduct or negligence of any agent or attorney of the Grantor Trustee Trustee's agents or attorneys or a custodian or paying agent appointed hereunder by the Grantor Trustee with due care; (viig) Should the Grantor Trustee deem the nature of any action required on its part, other than a payment or transfer under Section subsection 3.02 or Section 5.01, to be unclear, the Grantor Trustee may require prior to such action that it be provided by the Depositor with reasonable further instructions; (viiih) The right of the Grantor Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Grantor Trustee shall not be accountable for other than its negligence, bad faith, negligent failure to act negligence or willful misconduct in the performance of any such act; and (ixi) The Grantor Trustee shall not 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.

CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE. Except as otherwise provided in Section 7.016.01: (i) The Grantor Trustee may conclusively rely and shall be protected in acting or refraining from acting in reliance on upon any resolution, certificate of the DepositorOfficers' Certificate, the Servicer 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 may consult with counsel of its selection, and any written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with in respect to of 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) The Grantor Trustee shall not 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 reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) The Grantor Trustee shall not be personally 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) The Grantor Trustee shall not 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 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, reasonably assured to the Grantor Trustee by the security afforded to it by the terms of this Agreement. The Grantor Trustee 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; (viiv) The Grantor Trustee 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 by or through its Affiliates, agents or attorneys. The ; and (v) All rights of action under this Agreement or under the Grantor Trustee shall not Trust Certificate, enforceable by the Grantor Trustee, may be liable or responsible for enforced by it without the misconduct or negligence of any agent or attorney possession of the Grantor Trustee appointed hereunder Trust Certificate, or the production thereof at the trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Grantor Trustee with due care; (vii) Should shall be brought in its name for the benefit the Grantor Trustee deem the nature of any action required on its partTrust Holder, other than a payment or transfer under Section 3.02 or Section 5.01, to be unclear, the Grantor Trustee may require prior to such action that it be provided by the Depositor with reasonable further instructions; (viii) The right of the Grantor Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Grantor Trustee 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) The Grantor Trustee shall not be required to give any bond or surety with respect subject to the execution provisions of the trust created hereby or the powers granted hereunder, except as provided in Section 7.07this Agreement.

CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE. Except as otherwise provided in Section 7.016.01: (i) The Grantor Trustee may rely and shall be protected in acting or refraining from acting in reliance on upon any resolution, certificate of the DepositorOfficers' Certificate, the Servicer 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 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 in respect to of 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) The Grantor Trustee shall not be under any no 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 Grantor Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders Grantor Trust Certificateholder pursuant to the provisions of this Grantor Trust Agreement, unless such Certificateholders the Grantor Trust Certificateholder shall have offered to the Grantor Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or therebythereby has given its consent; nothing contained herein shall, however, relieve the Grantor Trustee of the obligation, upon the occurrence of a Servicing Default (which has not been cured), to exercise such of the rights and powers vested in it by this Grantor Trust Agreement, and to use the same degree of care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs; (iv) The Grantor Trustee shall not be personally 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 Grantor Trust Agreement; (v) The Prior to the occurrence of a Servicing Default hereunder and after the curing of all Servicing Default which may have occurred, the Grantor Trustee shall not 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 so to do so by Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Grantor Trust Fund and provided Certificateholder; provided, however, that if the payment within a reasonable time to the Grantor Trustee 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, not reasonably assured to the Grantor Trustee by the security afforded to it by the terms of this Grantor Trust Agreement. The , the Grantor Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such actionso proceeding. The reasonable expense of every such examination shall be paid pro rata by the Certificateholders requesting the investigation; (vi) The Grantor Trustee 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 AffiliatesMaster Servicer, agents or attorneys. The Grantor Trustee shall not be liable or responsible for the misconduct or negligence of any agent or attorney of the Grantor Trustee appointed hereunder by the Grantor Trustee with due care; (vii) Should the Grantor Trustee 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 may require prior to such action that it be provided by the Depositor with reasonable further instructions; (viii) The right of the Grantor Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Grantor Trustee 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) The Grantor Trustee shall not 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.if