Common use of Certain Matters Affecting the Indenture Trustee and the Securities Administrator Clause in Contracts

Certain Matters Affecting the Indenture Trustee and the Securities Administrator. Except as otherwise provided in Section 8.01 hereof: (i) the Indenture Trustee and the Securities Administrator may request and conclusively rely upon, and shall be fully protected in acting or refraining from acting upon, any resolution, Officers’ Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, and the manner of obtaining consents and of evidencing the authorization of the execution thereof by Securityholders shall be subject to such reasonable regulations as the Indenture Trustee and the Securities Administrator may prescribe; (ii) the Indenture Trustee and the Securities Administrator may consult with counsel and any advice of its counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iii) neither the Indenture Trustee nor the Securities Administrator shall be under any obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Securityholders, pursuant to the provisions of this Agreement, unless such Securityholders shall have offered to the Indenture Trustee or the Securities Administrator, respectively, reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Indenture Trustee or the Securities Administrator to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) neither the Indenture Trustee nor the Securities Administrator shall be personally liable 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) prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, the Indenture 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 documents, unless requested in writing to do so Holders of the Notes representing not less than 25% of the Outstanding Balance of the Notes; provided, however, that if the payment within a reasonable time to the Indenture 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 Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Agreement, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to such proceeding. If the Master Servicer fails to reimburse the Indenture Trustee in respect of the reasonable expense of every such examination relating to the Master Servicer, the Indenture Trustee shall be reimbursed by the Trust Estate; (vi) the Indenture Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Owner Trustee, the Securities Administrator or the Master Servicer until such time as the Indenture Trustee may be required to act as the Master Servicer pursuant to Section 7.02 hereof and thereupon only for the acts or omissions of the Indenture Trustee as a successor Master Servicer; and (vii) the Indenture Trustee and the Securities Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees, attorneys or a custodian, and shall not be responsible for any willful misconduct or negligence on the part of any agent, nominee, attorney or custodian appointed by the Indenture Trustee or the Securities Administrator in good faith.

Certain Matters Affecting the Indenture Trustee and the Securities Administrator. Except as otherwise provided in Section 8.01 hereof: (i) before taking any action pursuant to this Agreement, the Indenture Trustee and the Securities Administrator may request and conclusively rely upon, upon and shall be fully protected in acting or refraining from acting upon, upon any resolution, Officers’ ' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, and the manner of obtaining consents and of evidencing the authorization of the execution thereof by Securityholders shall be subject to such reasonable regulations as the Indenture Trustee and the Securities Administrator may prescribe; (ii) the Indenture Trustee and the Securities Administrator may consult with counsel and any advice of its counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iii) neither the Indenture Trustee nor the Securities Administrator shall be under any obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Securityholders, pursuant to the provisions of this Agreement, unless such Securityholders shall have offered to the Indenture Trustee or the Securities Administrator, respectivelyas the case may be, reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; the right of nothing contained herein shall, however, relieve the Indenture Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured or waived), to exercise such of the Securities Administrator rights and powers vested in it by this Agreement, and to perform any discretionary act enumerated use the same degree of care and skill in this Agreement shall not be construed their exercise as a duty, and prudent person would exercise or use under the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct circumstances in the performance conduct of any such actperson's own affairs; (iv) neither the Indenture Trustee nor the Securities Administrator shall be personally liable 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;; 109 (v) prior to the occurrence of an Event of Default hereunder and after the curing or waiver of all Events of Default which may have occurred, neither the Indenture Trustee nor the Securities Administrator 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 documents, unless requested in writing to do so Holders of the Notes representing not less than 25% of the Outstanding Balance (as defined in the Indenture) of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee or the Securities Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture TrusteeTrustee or the Securities Administrator, as applicable, not reasonably assured to the Indenture Trustee or the Securities Administrator by the security afforded to it by the terms of this Agreementsuch Holders, the Indenture Trustee or the Securities Administrator, as applicable, may require reasonable indemnity satisfactory to it against such costexpense, expense or liability from such Holders as a condition to taking any such proceeding. If the Master Servicer fails to reimburse the Indenture Trustee in respect of the reasonable expense of every such examination relating to the Master Servicer, the Indenture Trustee shall be reimbursed by the Trust Estateaction; (vi) the The Indenture Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Owner Trustee, the Securities Administrator or the Master Servicer until such time as the Indenture Trustee may be required to act as the Master Servicer pursuant to Section 7.02 hereof and thereupon only for the acts or omissions of the Indenture Trustee as a successor Master Servicer; and (vii) the Indenture Trustee and the Securities Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees, agents or attorneys or a custodian, and the Indenture Trustee shall not be responsible for any willful misconduct or negligence on the part of any agentagent or attorney appointed with due care by it hereunder; (vii) Neither the Indenture Trustee nor the Securities Administrator shall be liable for any action taken, nomineesuffered, attorney or custodian appointed omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (viii) The Indenture Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Indenture Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Indenture Trustee at the Corporate Trust Office of the Indenture Trustee, and such notice references the Certificates and this Agreement; (ix) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, each agent, custodian and other Person employed to act hereunder. (x) In no event shall the Indenture Trustee be liable, directly or indirectly, for any special, indirect or consequential damages, even if the Indenture Trustee has been advised of the possibility of such damages; (xi) No provision of this Agreement shall require the Indenture Trustee to expend or risk its own funds (regardless of the capacity in which it is acting) or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate 110 indemnity against such risk or liability is not reasonably assured to it; and (xii) The Indenture Trustee shall not have any duty to conduct any affirmative investigation (including, but not limited to, reviewing any reports delivered to the Indenture Trustee in connection with the review of the Mortgage Files) as to the occurrence of any condition requiring the repurchase of any Mortgage Loan by the Originator pursuant to the Purchase and Servicing Agreement or this Agreement or the Securities Administrator in good faitheligibility of any Mortgage Loan for purposes of this Agreement.