Common use of Certain Matters Affecting the Trustee Clause in Contracts

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VII: (i) the Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel and 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 Opinion of Counsel; (iii) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the Trustee shall not 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 Trust Agreement; (v) the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable Supplement; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action; (vi) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and shall not be liable for any misconduct or negligence of any such agents or attorneys selected with due care by it; and (vii) the Trustee shall not be personally liable for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 6.01: (i) the The Trustee may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's ’s Certificate, certificate of auditors auditors, Opinion of Counsel or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and any advice of its counsel or 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) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered or omitted 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 Trust Agreement; (viv) Unless an Event of Default shall have occurred and be continuing, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine(provided the same appears regular on its face), unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series at least a majority in Class Principal Amount (or Class or Classes within any such Series), as specified by the applicable SupplementNotional Amount) of each Class of Certificates; provided, however, that that, if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability or payment of such estimated expenses as a condition to taking any proceeding. The reasonable expense thereof shall be paid by the Holders requesting such actioninvestigation; (viv) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, custodians, or attorneys, which agents, custodians or attorneys or a custodian shall have any and all of the rights, powers, duties and obligations of the Trustee conferred on them by such appointment; provided that the Trustee shall continue to be responsible for its duties and obligations hereunder to the extent provided herein; and provided, further, that the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent or attorneys selected attorney appointed with due care by it; andthe Trustee; (vi) The Trustee shall not be under any obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, in each case 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 Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (vii) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05.such act; and (bviii) All rights of action under this Trust Agreement The Trustee shall not be required to give any bond or under any surety in respect of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any execution of the Certificates of any Series (or Class within such Series), Trust Fund created hereby or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreementpowers granted hereunder.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VII: (i) the Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel and 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 Opinion of Counsel; (iii) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the Trustee shall not 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 Trust Agreement; (v) the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine, unless requested in writing to do so by Holders of the Required Percentage--Percentage -- Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable Series Supplement; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action; (vi) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and shall not be liable for any misconduct or negligence of any such agents or attorneys selected with due care by itcustodian; and (vii) the Trustee shall not be personally liable for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with at the direction of the Depositor pursuant to Section 3.05. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the Trustee may request and conclusively rely upon upon, and shall be fully protected in acting or refraining from acting upon upon, any resolution, Officer's ’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel and any advice or 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) the Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement 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, Certificateholders pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) the Trustee shall not 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 Trust Agreement; (v) prior to the occurrence of a Master Servicer Event of Termination and after the curing of all Master Servicer Events of Termination which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocuments, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementMajority Certificateholder; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to taking such proceeding. The reasonable expense of every such examination shall be paid by the Master Servicer or, if paid by the Trustee, shall be reimbursed by the Master Servicer upon demand. Nothing in this clause (v) shall derogate from the obligation of the Master Servicer to observe any such actionapplicable law prohibiting disclosure of information regarding the Mortgagors; (vi) the Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer until such time as the Trustee may be required to act as Master Servicer pursuant to Section 7.02; (vii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, attorney or attorneys selected custodian appointed by the Trustee with due care by itcare; and (viiviii) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders performance of such Certificates, subject to the provisions of this Trust Agreementact.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the The Trustee may request and conclusively rely upon upon, and shall be fully protected in acting or refraining from acting upon upon, any resolution, Officer's Officers’ Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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 Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe; (ii) the The Trustee may consult with counsel of its selection and any advice of such 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) the The Trustee shall not be under no any obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not 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 Trust Agreement; (v) the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by the Holders of the Required Percentage--Direction of Trustee Certificates entitled to at least 25% of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementRights; provided, however, that if the payment within a reasonable time to the 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 Trustee, Trustee not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreementsuch Certificateholders, the Trustee may require reasonable indemnity satisfactory to it against such expense expense, or liability from such Certificateholders as a condition to taking any such action; (vi) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or agents, nominees, attorneys or a custodian, and shall not be responsible for any misconduct or negligence on the part of any agent, nominee, attorney or custodian and appointed by the Trustee in good faith; and (vii) The Trustee shall not be liable for any misconduct loss on any investment of (or negligence failure of investment of) funds pursuant to this Agreement (other than as issuer of the investment security); (viii) The Trustee shall not be deemed to have notice of any default or Servicer Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such agents a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Certificates and this Agreement. The Trustee shall not have any responsibility or attorneys selected with due care liability for any action or failure to act by it; andthe Custodian, the Trust Oversight Manager or Servicer nor shall the Trustee be obligated to supervise or monitor the performance of the Servicer, the Trust Oversight Manager or the Custodian hereunder or otherwise; (viiix) The rights, privileges, protections, immunities and benefits given to the 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) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for other than its negligence or willful misconduct in the performance of such act; (xi) In order to comply with laws, rules and regulations applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, the Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, each of the parties agrees to provide to the Trustee upon its request from time to time such party’s complete name, address, tax identification number and such other identifying information together with copies of such party’s governing documentation, securities disclosure documentation and such other information reasonably required to comply with any disclosure requirements imposed by applicable law; (xii) The Trustee and its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) servicing as investment advisor, administrator, shareholder, servicing agent, custodian or sub-custodial with respect to certain Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. Such compensation shall not be an amount that is reimbursable or payable pursuant to this Indenture; and (xiii) The Depositor and the Seller hereby direct the Trustee to appoint JPMorgan Chase Bank, National Association to act as initial custodian pursuant to the Custodial Agreement and each further agree that the Trustee shall have no liability for any loss resulting from act or omission of the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05Custodian. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series)Certificates, or the production thereof at the trial or other Proceeding proceeding relating thereto, and any such Proceeding suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement. (c) Notwithstanding anything in this Agreement to the contrary, in no event shall the Trustee be liable to any Person for any act or omission of the Servicer, the Trust Oversight Manager or the Custodian.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 6.01: (i) the The Trustee may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors auditors, opinion of counsel or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and any advice of its counsel or 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) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered or omitted 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 Trust Agreement; (viv) Unless an Event of Default shall have occurred and be continuing, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine(provided the same appears regular on its face), unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series at least a majority in Class Principal Amount (or Class or Classes within any such Series), as specified by the applicable SupplementNotional Amount) of each Class of Certificates; provided, however, that that, if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability or payment of such estimated expenses as a condition to taking any proceeding. The reasonable expense thereof shall be paid by the Holders requesting such actioninvestigation; (viv) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, custodians, or attorneys, which agents, custodians or attorneys or a custodian shall have any and all of the rights, powers, duties and obligations of the Trustee conferred on them by such appointment provided that the Trustee shall continue to be responsible for its duties and obligations hereunder to the extent provided herein, and provided further that the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent or attorneys selected attorney appointed with due care by it; andthe Trustee; (vi) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, in each case 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 Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (vii) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05.such act; and (bviii) All rights of action under this Trust Agreement The Trustee shall not be required to give any bond or under any surety in respect of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any execution of the Certificates of any Series (or Class within such Series), Trust Fund created hereby or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreementpowers granted hereunder.

Certain Matters Affecting the Trustee. the Trust Administrator and Others. (a) Except as otherwise provided in this Article VIISection 8.01: (i) Each of the Trustee Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent and any director, officer, employee or agent of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as the case may be, may request and conclusively rely upon and shall be fully protected in acting or refraining from acting upon any resolution, Officer's Officers’ Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) Each of the Trustee Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent may consult with counsel of its selection and 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 Opinion of Counsel; (iii) None of the Trustee Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be under no any obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be answerable for other than its negligence or willful misconduct in the performance of any such act; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Master Servicer Event of Default (which has not been cured or waived), 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 person would exercise or use under the circumstances in the conduct of such person’s own affairs; (iv) None of the Trustee Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall not 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 Trust Agreement; (v) With respect to the Trustee Trustee, prior to the occurrence of a Master Servicer Event of Default hereunder, and after the curing of all Master Servicer Events of Default which may have occurred, and with respect to the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, at all times, none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by the Holders of the Required Percentage--Direction of Trustee Certificates entitled to at least 25% of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementRights; provided, however, that if the payment within a reasonable time to the Trustee Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, not reasonably assured to the Trustee Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, by such Certificateholders, the security afforded Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, may require indemnity satisfactory to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense cost, expense, or liability from such Certificateholders as a condition to taking any such action; (vi) Each of the Trustee Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or a custodian and the Authenticating Agent shall not be liable responsible for any misconduct or negligence on the part of any such agents agent or attorneys selected attorney appointed with due care by it; andcare; (vii) None of the Trustee Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall not be personally liable for any loss resulting from the investment of funds held in any Certificate the Collection Account at the direction of the Master Servicer pursuant to Section 3.12; and (viii) Any request or Reserve Account direction of the Depositor, the Master Servicer or the Certificateholders mentioned herein shall be sufficiently evidenced in accordance with Section 3.05writing. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series)Certificates, or the production thereof at the trial or other Proceeding proceeding relating thereto, and any such Proceeding suit, action or proceeding instituted by the Trustee Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 6.01: (i) the The Trustee may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors auditors, Opinion of Counsel or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and any advice of its counsel or 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) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered or omitted 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 Trust Agreement; (viv) Unless an Event of Default shall have occurred and be continuing, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine(provided the same appears regular on its face), unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series at least a majority in Class Principal Amount (or Class or Classes within any such Series), as specified by the applicable SupplementNotional Amount) of each Class of Certificates; provided, however, that that, if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability or payment of such estimated expenses as a condition to taking any proceeding. The reasonable expense thereof shall be paid by the Holders requesting such actioninvestigation; (viv) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, custodians, or attorneys, which agents, custodians or attorneys or a custodian shall have any and all of the rights, powers, duties and obligations of the Trustee conferred on them by such appointment provided that the Trustee shall continue to be responsible for its duties and obligations hereunder to the extent provided herein, and provided further that the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent or attorneys selected attorney appointed with due care by it; andthe Trustee; (vi) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, in each case 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 Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (vii) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05.such act; and (bviii) All rights of action under this Trust Agreement The Trustee shall not be required to give any bond or under any surety in respect of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any execution of the Certificates of any Series (or Class within such Series), Trust Fund created hereby or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreementpowers granted hereunder.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 6.01: (i) the The Trustee may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's ’s Certificate, certificate of auditors auditors, Opinion of Counsel or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and any advice of its counsel or 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) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered or omitted 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 Trust Agreement; (viv) Unless an Event of Default shall have occurred and be continuing, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine(provided the same appears regular on its face), unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series at least a majority in Class Principal Amount (or Class or Classes within any such Series), as specified by the applicable SupplementNotional Amount) of each Class of Certificates; provided, however, that that, if the payment within a reasonable time to the 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 Trustee, Trustee not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability or payment of such estimated expenses as a condition to taking any proceeding. The reasonable expense thereof shall be paid by the Holders requesting such actioninvestigation; (viv) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, custodians, or attorneys, which agents, custodians or attorneys or a custodian shall have any and all of the rights, powers, duties and obligations of the Trustee conferred on them by such appointment provided that the Trustee shall continue to be responsible for its duties and obligations hereunder to the extent provided herein, and provided further that the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent or attorneys selected attorney appointed with due care by it; andthe Trustee; (vi) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, in each case 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 Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (vii) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05.such act; and (bviii) All rights of action under this Trust Agreement The Trustee shall not be required to give any bond or under any surety in respect of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any execution of the Certificates of any Series (or Class within such Series), Trust Fund created hereby or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreementpowers granted hereunder.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the The Trustee may request and conclusively rely upon upon, and shall be fully protected in acting or refraining from acting upon upon, any resolution, Officer's Officers’ Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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 Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe; (ii) the The Trustee may consult with counsel of its selection and any advice of such 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) the The Trustee shall not be under no any obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not 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 Trust Agreement; (v) the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by the Holders of the Required Percentage--Direction of Trustee Certificates entitled to at least 25% of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementRights; provided, however, that if the payment within a reasonable time to the 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 Trustee, Trustee not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreementsuch Certificateholders, the Trustee may require reasonable indemnity satisfactory to it against such expense expense, or liability from such Certificateholders as a condition to taking any such action; (vi) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or agents, nominees, attorneys or a custodian, and shall not be responsible for any misconduct or negligence on the part of any agent, nominee, attorney or custodian and appointed by the Trustee in good faith; and (vii) The Trustee shall not be liable for any misconduct loss on any investment of (or negligence failure of investment of) funds pursuant to this Agreement (other than as issuer of the investment security); (viii) The Trustee shall not be deemed to have notice of any default or Servicer Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such agents a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Certificates and this Agreement. The Trustee shall not have any responsibility or attorneys selected with due care liability for any action or failure to act by it; andthe Custodian, Securities Administrator, the Trust Oversight Manager or Servicer nor shall the Trustee be obligated to supervise or monitor the performance of the Servicer, the Securities Administrator, the Trust Oversight Manager or the Custodian hereunder or otherwise; (viiix) The rights, privileges, protections, immunities and benefits given to the 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) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance such act; and (xi) The Depositor and the Seller hereby approve of the appointment of X.X. Xxxxxx Trust Company, N.A. (“XX Xxxxxx Trust Company”) to act as initial custodian pursuant to the Custodial Agreement and each further agree that the Trustee appointed XX Xxxxxx Trust Company to act as custodian with Section 3.05due care. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series)Certificates, or the production thereof at the trial or other Proceeding proceeding relating thereto, and any such Proceeding suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement. (c) Notwithstanding anything in this Agreement to the contrary, in no event shall the Trustee be liable to any Person for any act or omission of the Servicer, the Securities Administrator, the Trust Oversight Manager or the Custodian.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 6.01: (i) the The Trustee may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors auditors, Opinion of Counsel or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and any advice of its counsel or 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) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered or omitted 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 Trust Agreement; (viv) Unless an Event of Default shall have occurred and be continuing, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine(provided the same appears regular on its face), unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series at least a majority in Class Principal Amount (or Class or Classes within any such Series), as specified by the applicable SupplementNotional Amount) of each Class of Certificates; provided, however, that that, if the payment within a reasonable time to the 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 Trustee, Trustee not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability or payment of such estimated expenses as a condition to taking any proceeding. The reasonable expense thereof shall be paid by the Holders requesting such actioninvestigation; (viv) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, custodians, or attorneys, which agents, custodians or attorneys or a custodian shall have any and all of the rights, powers, duties and obligations of the Trustee conferred on them by such appointment provided that the Trustee shall continue to be responsible for its duties and obligations hereunder to the extent provided herein, and provided further that the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent or attorneys selected attorney appointed with due care by it; andthe Trustee; (vi) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, in each case 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 Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (vii) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05.such act; and (bviii) All rights of action under this Trust Agreement The Trustee shall not be required to give any bond or under any surety in respect of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any execution of the Certificates of any Series (or Class within such Series), Trust Fund created hereby or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreementpowers granted hereunder.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the Trustee may request and rely upon upon, and shall be protected in acting or refraining from acting upon upon, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel and any advice or 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) the Trustee shall not be under no any obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement 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, Certificateholders pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) the Trustee shall not 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 Trust Agreement; (v) prior to the occurrence of a Servicer Event of Termination and after the curing of all Servicer Events of Termination which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocuments, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementMajority Certificateholder; provided, however, that if the payment within a reasonable time to the 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 Trustee, Trustee not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to taking such proceeding. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Trustee shall be reimbursed by the Servicer upon demand. Nothing in this clause (v) shall derogate from the obligation of the Servicer to observe any such actionapplicable law prohibiting disclosure of information regarding the Mortgagors; (vi) the Trustee shall not be accountable, shall have any liability or make any representation as to any acts or omissions hereunder of the Servicer until such time as the Trustee may be required to act as Servicer pursuant to Section 7.02; (vii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, attorney or attorneys selected custodian appointed by it with due care by itcare; and (viiviii) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders performance of such Certificates, subject to the provisions of this Trust Agreementact.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 6.01: (i) the The Trustee may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's ’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and any advice of its counsel or 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) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered or omitted 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 Trust Agreement; (viv) the The Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by the Holders of the Required Percentage--Direction at least a majority in Class Principal Balance or Percentage Interest of Trustee each Class of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementCertificates; provided, however, that that, if the payment within a reasonable time to the 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 Trustee, Trustee not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee o may require reasonable indemnity reasonably satisfactory to it against such expense or liability or payment of such estimated expenses from the Certificateholders as a condition to taking any proceeding. The reasonable expense thereof shall be paid by the party requesting such actioninvestigation and if not reimbursed by the requesting party shall be reimbursed to the Trustee by the Trust Fund; (viv) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, custodians or attorneys, which agents, custodians or attorneys or a custodian shall have any and all of the rights, powers, duties and obligations of the Trustee conferred on them by such appointment, provided that the Trustee shall continue to be responsible for its duties and obligations hereunder to the extent provided herein, and provided further that the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent or attorneys selected attorney appointed with due care by it; andthe Trustee; (vi) The Trustee shall not be under any obligation to exercise any of the trusts or powers vested in it by this Agreement or the Acknowledgements or to institute, conduct or defend any litigation hereunder or in relation hereto, in each case 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 Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; (vii) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05.such act; (bviii) All rights of action under this Trust Agreement The Trustee shall not be required to give any bond or under any surety in respect of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any execution of the Certificates of any Series (or Class within such Series), Trust Fund created hereby or the production thereof at powers granted hereunder; and (ix) In order to comply with its duties under the trial or other Proceeding relating theretoU.S.A. Patriot Act, and any such Proceeding instituted by the Trustee shall be brought in its name for obtain and verify certain information and documentation from the benefit of all the Holders of other parties to this Agreement, including, but not limited to each such Certificatesparty’s name, subject to the provisions of this Trust Agreementaddress and other identifying information.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the Trustee may request and rely upon upon, and shall be protected in acting or refraining from acting upon upon, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel and any advice or 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) the Trustee shall not be under no any obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement 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, Certificateholders pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) the Trustee shall not 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 Trust Agreement; (v) prior to the occurrence of a Servicer Event of Termination and after the curing of all Servicer Events of Termination which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocuments, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementMajority Certificateholders; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to taking such proceeding. The reasonable expense of every such examination shall be paid by the Master Servicer or, if paid by the Trustee, shall be reimbursed by the Master Servicer upon demand. Nothing in this clause (v) shall derogate from the obligation of the Master Servicer to observe any such actionapplicable law prohibiting disclosure of information regarding the Mortgagors; (vi) the Trustee shall not be accountable, have any liability or make any representation as to any acts or omissions hereunder of the Master Servicer until such time as the Trustee may be required to act as Master Servicer pursuant to Section 7.02; (vii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, attorney or attorneys selected custodian appointed by it with due care by itcare; and (viiviii) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders performance of such Certificates, subject to the provisions of this Trust Agreementact.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the The Trustee may request and conclusively rely upon upon, and shall be fully protected in acting or refraining from acting upon upon, any resolution, Officer's Officers’ Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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 Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe; (ii) the The Trustee may consult with counsel of its selection and any advice of such 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) the The Trustee shall not be under no any obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not 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 Trust Agreement; (v) the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by the Holders of the Required Percentage--Direction of Trustee Certificates entitled to at least 25% of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementRights; provided, however, that if the payment within a reasonable time to the 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 Trustee, Trustee not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreementsuch Certificateholders, the Trustee may require reasonable indemnity satisfactory to it against such expense expense, or liability from such Certificateholders as a condition to taking any such action; (vi) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or agents, nominees, attorneys or a custodian, and shall not be responsible for any misconduct or negligence on the part of any agent, nominee, attorney or custodian and appointed by the Trustee in good faith; and (vii) The Trustee shall not be liable for any misconduct loss on any investment of (or negligence failure of investment of) funds pursuant to this Agreement (other than as issuer of the investment security); (viii) The Trustee shall not be deemed to have notice of any default or Servicer Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such agents a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Certificates and this Agreement. The Trustee shall not have any responsibility or attorneys selected with due care liability for any action or failure to act by it; andthe Custodian, Securities Administrator, the Trust Oversight Manager or Servicer nor shall the Trustee be obligated to supervise or monitor the performance of the Servicer, the Securities Administrator, the Trust Oversight Manager or the Custodian hereunder or otherwise; (viiix) The rights, privileges, protections, immunities and benefits given to the 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) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance such act; and (xi) The Depositor and the Seller hereby approve of the appointment of JPMorgan Chase Bank, National Association to act as initial custodian pursuant to the Custodial Agreement and each further agree that the Trustee appoint JPMorgan Chase Bank, National Association to act as custodian with Section 3.05due care. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series)Certificates, or the production thereof at the trial or other Proceeding proceeding relating thereto, and any such Proceeding suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement. (c) Notwithstanding anything in this Agreement to the contrary, in no event shall the Trustee be liable to any Person for any act or omission of the Servicer, the Securities Administrator, the Trust Oversight Manager or the Custodian.

Certain Matters Affecting the Trustee. (a) Except as ------------------------------------- otherwise provided in this Article VII: (i) the Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel and 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 Opinion of Counsel; (iii) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the Trustee shall not 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 Trust Agreement; (v) the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine, unless requested in writing to do so by Holders of the Required Percentage---Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable Series Supplement; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action; (vi) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and shall not be liable for any misconduct or negligence of any such agents or attorneys selected with due care by itcustodian; and (vii) the Trustee shall not be personally liable for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the The Trustee may request and conclusively rely upon upon, and shall be fully protected in acting or refraining from acting upon upon, any resolution, Officer's Officers’ Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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 Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe; (ii) the The Trustee may consult with counsel of its selection and any advice of such 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) the The Trustee shall not be under no any obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not 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 Trust Agreement; (v) the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by the Holders of the Required Percentage--Direction of Trustee Certificates entitled to at least 25% of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementRights; provided, however, that if the payment within a reasonable time to the 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 Trustee, Trustee not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreementsuch Certificateholders, the Trustee may require reasonable indemnity satisfactory to it against such expense expense, or liability from such Certificateholders as a condition to taking any such action; (vi) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or agents, nominees, attorneys or a custodian, and shall not be responsible for any misconduct or negligence on the part of any agent, nominee, attorney or custodian and appointed by the Trustee in good faith; and (vii) The Trustee shall not be liable for any misconduct loss on any investment of (or negligence failure of investment of) funds pursuant to this Agreement (other than as issuer of the investment security); (viii) The Trustee shall not be deemed to have notice of any default or Servicer Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such agents a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Certificates and this Agreement. The Trustee shall not have any responsibility or attorneys selected with due care liability for any action or failure to act by it; andthe Custodian, Securities Administrator or Servicer nor shall the Trustee be obligated to supervise or monitor the performance of the Servicer, the Securities Administrator or the Custodian hereunder or otherwise; (viiix) The rights, privileges, protections, immunities and benefits given to the 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) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance such act; and (xi) The Depositor and the Seller hereby approve of the appointment of Xxxxx Fargo Bank, N.A. (“Xxxxx Fargo”) to act as custodian pursuant to the Custodial Agreement and each further agree that the Trustee appointed Xxxxx Fargo to act as custodian with Section 3.05due care. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series)Certificates, or the production thereof at the trial or other Proceeding proceeding relating thereto, and any such Proceeding suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement. (c) Notwithstanding anything in this Agreement to the contrary, in no event shall the Trustee be liable to any Person for any act or omission of the Servicer, the Securities Administrator or the Custodian.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 9.1: (ia) the The Trustee may request and rely upon on and shall be protected in acting on, or in refraining from acting upon in accord with, any resolution, Officer's ’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties; (iib) the The Trustee may consult with counsel and 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 Opinion of Counsel; (iiic) the The Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement Agreement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the CertificateholdersBeneficiaries, pursuant to the provisions of this Trust Agreement, unless such Certificateholders Beneficiaries shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (ivd) the The Trustee shall not 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 Trust Agreement; (ve) the The Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, requestrequests, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable Supplement; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such actiondocument; (vif) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian custodian, and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, attorney or attorneys selected custodian appointed with due care by itit hereunder; and (viig) the Trustee The Trustee, in its capacity as Trustee, shall not be personally liable required to make any initial or periodic examination of any documents or records related to the Royalty Contracts for the purpose of establishing the presence or absence of defects or for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05other purpose. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 11.01: (ia) the Trustee may request and rely upon on and shall be protected in acting on, or in refraining from acting upon in accordance with, any assignment of Receivables in Additional Accounts, the initial report, the monthly Servicer’s certificate, the annual Servicer’s certificate, the monthly payment instructions and notification to the Trustee, the monthly Certificateholder’s statement, any resolution, Officer's ’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties; (iib) the Trustee may consult with counsel counsel, and 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 Opinion of Counsel; (iiic) the Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement or any Credit Enhancement, or to institute, conduct or defend any litigation hereunder or in relation hereto, or institute or conduct any proceeding (including, but without limitation, any arbitration or mediation provided for under Section 2.10), at the request, order or direction of any of the CertificateholdersCertificateholders or any Credit Enhancement Provider, pursuant to the provisions of this Trust Agreement, unless such Certificateholders or Credit Enhancement Provider (in all cases other than those specified in Section 14.02) or the Servicer (in cases specified in Section 14.02) shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligations, upon the occurrence of any Servicer Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement and any Credit Enhancement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs; (ivd) the Trustee shall not 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 Trust Agreement; (ve) the Trustee shall not be bound to make any investigation into the facts of matters stated in any assignment of Receivables in Additional Accounts, the initial report, the monthly Servicer’s certificate, the annual Servicer’s certificate, the monthly payment instructions and notification to the Trustee, the monthly Certificateholder’s statement, any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing so to do so by Holders of the Required Percentage--Direction of Trustee Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate Voting Rights Investor Interest of the affected Series (or Class or Classes within any such Series), as specified by the applicable Supplement; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action; (vif) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian custodian, and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, attorney or attorneys selected custodian appointed with due care by itit hereunder; and (viig) except as may be required by subsection 11.01(a), the Trustee shall not be personally liable required to make any initial or periodic examination of any documents or records related to the Receivables or the Accounts for the purpose of establishing the presence or absence of defects, the compliance by the Transferor with its representations and warranties or for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05other purpose. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 11.01: (i) the a. The Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of a Servicing Officer, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the b. The Trustee may consult with counsel and any Opinion opinion of Counsel any counsel for the Originator, the Seller or the Servicer 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 Opinion of Counsel; (iii) the c. The Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) ; provided, however, that nothing contained herein shall relieve the Trustee shall of the obligations, upon the occurrence of an Event of Termination (which has not be personally liable for any action takenbeen cured), suffered or omitted by it to exercise such of the rights and powers vested in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Trust Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (v) d. Prior to the occurrence of an Event of Termination and after the curing of all Events of Termination which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing so to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series)Certificates evidencing, as specified by the applicable Supplementto any Class, Percentage Interests representing 25% or more; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to taking any so proceeding. The reasonable expense of every such action;examination shall be paid by the Servicer or, if paid by the Trustee, shall be reimbursed by the Servicer upon demand; and (vi) the e. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and shall not be liable for any misconduct acts or negligence omissions of any such agents agents, attorneys or attorneys selected custodians if appointed by it with due care by it; and (vii) the Trustee shall not be personally liable for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05hereunder. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 9.01: (i) the The Trustee may request and conclusively rely upon upon, and shall be fully protected in acting or refraining from acting upon upon, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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 Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe; (ii) the The Trustee may consult with counsel of its selection and any advice of such 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) the The Trustee shall not be under no any obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not 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 Trust Agreement; (v) the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by the Holders of the Required Percentage--Direction of Trustee Certificates entitled to at least 25% of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementRights; provided, however, that if the payment within a reasonable time to the 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 Trustee, Trustee not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreementsuch Certificateholders, the Trustee may require reasonable indemnity satisfactory to it against such expense expense, or liability from such Certificateholders as a condition to taking any such action; (vi) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or agents, nominees, attorneys or a custodian, and shall not be responsible for any misconduct or negligence on the part of any agent, nominee, attorney or custodian and appointed by the Trustee in good faith; and (vii) The Trustee shall not be liable for any misconduct or negligence loss on any investment of funds pursuant to this Agreement (other than as issuer of the investment security); (viii) The Trustee shall not be deemed to have notice of any Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such agents a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Certificates and this Agreement. The Trustee shall not have any responsibility or attorneys selected with due care liability for any action or failure to act by it; andthe Servicing Administrator, the Securities Administrator, the Custodian, the Backup Servicer or the Servicer nor shall the Trustee be obligated to supervise or monitor the performance of the Servicing Administrator, Backup Servicer, Securities Administrator, Custodian or the Servicer hereunder or otherwise; (viiix) The rights, privileges, protections, immunities and benefits given to the 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) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for other than its negligence or willful misconduct in the performance of such act; (xi) The Depositor and the Seller hereby approve of the appointment of the Custodian to act as custodian pursuant to the Custodial Agreement and the Securities Administrator to act as authenticating agent hereunder and each further agree that the Trustee appointed the Custodian to act as custodian and the Securities Administrator with due care; (xii) if requested by the Servicer, the Trustee may appoint the Servicer as the trustee's attorney-in-fact in order to carry out and perform certain activities that are necessary or appropriate for the servicing and administration of the Mortgage Loans pursuant to this Agreement. Such appointment shall be evidenced by a power of attorney in such form as may be agreed to by the Trustee and the Servicer. The Trustee shall have no liability for any loss resulting from action or inaction of the investment Servicer in connection with such power of funds held attorney and the Trustee shall be indemnified by the Servicer for all liabilities, costs and expenses incurred by the Trustee in connection with the Servicer's use or misuse of such powers of attorney; and (xiii) The Trustee is directed to enter into any Certificate Account or Reserve Account in accordance with Section 3.05Letter Agreement necessary to provide for the setting of the SLS Servicing Fee Rate. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series)Certificates, or the production thereof at the trial or other Proceeding proceeding relating thereto, and any such Proceeding suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement. (c) Notwithstanding anything in this Agreement to the contrary, in no event shall the Trustee be liable to any Person for any act or omission of the Servicing Administrator, the Backup Servicer, the Servicer or the Securities Administrator or the Custodian.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 6.01: (i) the The Trustee may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors auditors, Opinion of Counsel or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and any advice of its counsel or 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) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered or omitted 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 Trust Agreement; (viv) Unless an Event of Default shall have occurred and be continuing, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine(provided the same appears regular on its face), unless requested in writing to do so by Holders of the Required Percentage--Direction at least a majority in Class Principal Amount of Trustee each Class of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementCertificates; provided, however, that that, if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability or payment of such estimated expenses as a condition to taking any proceeding. The reasonable expense thereof shall be paid by the Holders requesting such actioninvestigation; (viv) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, custodians, or attorneys, which agents, custodians or attorneys or a custodian shall have any and all of the rights, powers, duties and obligations of the Trustee conferred on them by such appointment provided that the Trustee shall continue to be responsible for its duties and obligations hereunder to the extent provided herein, and provided further that the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent or attorneys selected attorney appointed with due care by it; andthe Trustee; (vi) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, in each case 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 Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (vii) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05.such act; and (bviii) All rights of action under this Trust Agreement The Trustee shall not be required to give any bond or under any surety in respect of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any execution of the Certificates of any Series (or Class within such Series), Trust Fund created hereby or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreementpowers granted hereunder.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the The Trustee may request and conclusively rely upon upon, and shall be fully protected in acting or refraining from acting upon upon, any resolution, Officer's Officers’ Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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 Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe; (ii) the The Trustee may consult with counsel of its selection and any advice of such 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) the The Trustee shall not be under no any obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not 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 Trust Agreement; (v) the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by the Holders of the Required Percentage--Direction of Trustee Certificates entitled to at least 25% of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementRights; provided, however, that if the payment within a reasonable time to the 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 Trustee, Trustee not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreementsuch Certificateholders, the Trustee may require reasonable indemnity satisfactory to it against such expense expense, or liability from such Certificateholders as a condition to taking any such action; (vi) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or agents, nominees, attorneys or a custodian, and shall not be responsible for any misconduct or negligence on the part of any agent, nominee, attorney or custodian and appointed by the Trustee in good faith; and (vii) The Trustee shall not be liable for any misconduct loss on any investment of (or negligence failure of investment of) funds pursuant to this Agreement (other than as issuer of the investment security); (viii) The Trustee shall not be deemed to have notice of any default or Servicer Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such agents a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Certificates and this Agreement. The Trustee shall not have any responsibility or attorneys selected with due care liability for any action or failure to act by it; andthe Custodian, Securities Administrator or Servicer nor shall the Trustee be obligated to supervise or monitor the performance of the Servicer, the Securities Administrator or the Custodian hereunder or otherwise; (viiix) The rights, privileges, protections, immunities and benefits given to the 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) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance such act; and (xi) The Depositor and the Seller hereby approve of the appointment of X.X. Xxxxxx Trust Company, N.A. (“JPMorgan Trust Company”) to act as the initial Custodian pursuant to the Custodial Agreement and each further agree that the Trustee appointed JPMorgan Trust Company to act as custodian with Section 3.05due care. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series)Certificates, or the production thereof at the trial or other Proceeding proceeding relating thereto, and any such Proceeding suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement. (c) Notwithstanding anything in this Agreement to the contrary, in no event shall the Trustee be liable to any Person for any act or omission of the Servicer, the Securities Administrator or the Custodian.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the The Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and 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 Opinion of Counsel; (iii) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered taken or omitted 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 Trust Agreement; (viv) Prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by the Holders of the Required Percentage--Direction of Trustee Certificates evidencing Percentage Interests aggregating not less than 25% of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementREMIC II Trust Fund; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security security, if any, afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such actionproceeding; (viv) the The Trustee may execute the trust or any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys selected by it with reasonable care or a custodian and (as in the case of the Initial Custodian) designated by the Company; (vi) The Trustee shall not be deemed to have knowledge or notice of any matter, including without limitation an Event of Default, unless actually known by a Responsible Officer, or unless written notice thereof referencing this Agreement or the Certificates is received at the Corporate Trust Office at the address set forth in Section 10.06; (vii) In no event shall the Trustee be held liable for acts or omissions of the Master Servicer (excepting the Trustee's own actions as Master Servicer). No provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any misconduct or negligence financial liability in the performance of any of its duties hereunder (except for the giving of required notices), or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing the repayment of such agents funds or attorneys selected with due care by adequate indemnity against such risk or liability is not reasonably assured to it; and (viiviii) When the Trustee shall not be personally liable for is acting as Master Servicer pursuant to Section 7.02, and to the extent permitted under applicable law, the Trustee is hereby authorized, in making or disposing of any loss resulting from the investment permitted hereunder, to deal with itself (in its individual capacity) or with any one or more of funds held in any Certificate Account its affiliates, whether it or Reserve Account in accordance with Section 3.05. (b) All rights of action under this Trust Agreement or under any its affiliate is acting as an agent of the Certificates, enforceable by the Trustee, may be enforced by it without the possession Trustee or of any of the Certificates of any Series (third person or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in dealing as principal for its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreementown account.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 9.01: (ia) the Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors auditor or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (iib) the Trustee may consult with counsel and 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 Opinion of Counsel; (iiic) the Trustee shall be under no obligation to exercise and any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the Trustee co-trustee shall not be personally liable for any action taken, suffered or omitted 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 Trust Agreement; (vd) unless an Event of Default shall have occurred and be continuing and, in each case is known to a Responsible Officer of the Trustee, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee Certificates evidencing not less than 50% of the aggregate Voting Rights Percentage Interests of the affected Series (or each Class or Classes within any such Series), as specified by the applicable Supplementof Certificates; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability or payment of such estimated expenses as a condition to taking any such action;proceeding; and (vie) the Trustee and any co-trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and the Trustee and any co-trustee shall not be liable responsible for any willful misconduct or gross negligence on the part of any such agents agent or attorneys selected attorney appointed with due care by it; and (vii) the Trustee shall not be personally liable for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05it hereunder. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the Trustee may request and conclusively rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel of its selection and, in connection with the preparation of the Trust's tax returns, accountants, and any advice or Opinion of Counsel or tax return prepared by accountants shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder the Trustee under this Agreement in good faith and in accordance with such advice or Opinion of CounselCounsel or the filing of any tax return; (iii) except for the duties and obligations of the Trustee expressly created by this Agreement, the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation Proceeding hereunder or in relation heretothereto, at the request, order or direction of any of the Certificateholders, Certificateholders pursuant to the provisions terms of this Trust Agreement, Agreement unless such Certificateholders or the Depositor shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the Trustee shall not 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 Trust Agreement; (v) the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable Supplement; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action; (vi) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under this Agreement either directly or by or through agents or agents, attorneys or a custodian custodians and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, attorney or attorneys selected custodian appointed with due care by it; andit hereunder; (vii) the Trustee shall not be personally liable for any loss loss, fee, tax or other charge resulting from the investment or reinvestment of funds or for any liquidation of an investment held in any Certificate Account pursuant to Sections 3.05 and 3.06; (viii) the Trustee shall not be deemed to have notice or actual knowledge of any matter including, without limitation, any default or Default Event, unless (A) a Responsible Officer assigned to and working in the Corporate Trust Office has actual knowledge thereof or (B) written notice thereof is received by the Trustee at the Corporate Trust Office; (ix) the Trustee shall not be personally liable for its failure to act or delay in acting by reason of circumstances beyond its reasonable control, including without limitation, acts of God, acts of war or terrorism, earthquakes, fires, floods, civil or military disturbances, sabotage, epidemics, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; (x) the Trustee shall not be personally liable for any acts or omissions of the Depositary or the U.S. Federal Reserve Account Banks or any malfunction in accordance connection with Section 3.05the book-entry system of the Depositary or the U.S. Federal Reserve Banks; (xi) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed by the Trustee to act hereunder; and (xii) the Trustee may request that the Depositor deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (b) Upon any application or request by the Depositor to the Trustee to take any action under the provisions of this Agreement, which action is subject to the satisfaction of a condition precedent (including any covenants compliance with which constitutes a condition precedent), the Depositor shall furnish to the Trustee: (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of the TIA, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include: (i) a statement that such signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as t the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the judgment of each such signatory, such signatory has made such examination or investigations as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (c) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities in which the Certificates evidence an interest. However, neither the Trustee (except as specifically provided herein or in the TIA) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of Underlying Securities or Certificates. (d) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series)Certificates, or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such CertificatesCertificateholders, subject to the provisions terms of this Trust Agreement.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the Trustee may request and rely upon upon, and shall be protected in acting or refraining from acting upon upon, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel and any advice or 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) the Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement 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, Certificateholders pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) the Trustee shall not 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 Trust Agreement; (v) prior to the occurrence of a Servicer Event of Termination and after the curing of all Servicer Events of Termination which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocuments, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementMajority Certificateholder; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to taking such proceeding. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Trustee, shall be reimbursed by the Servicer upon demand. Nothing in this clause (v) shall derogate from the obligation of the Servicer to observe any such actionapplicable law prohibiting disclosure of information regarding the Mortgagors; (vi) the Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Servicer until such time as the Trustee may be required to act as Servicer pursuant to Section 7.02; (vii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, attorney or attorneys selected custodian appointed by the Trustee with due care by itcare; and (viiviii) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders performance of such Certificates, subject to the provisions of this Trust Agreementact.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the Trustee may request and rely upon upon, and shall be protected in acting or refraining from acting upon upon, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel and any advice or 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) the Trustee shall not be under no any obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement 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, Certificateholders pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) the Trustee shall not 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 Trust Agreement; (v) prior to the occurrence of a Servicer Event of Termination and after the curing of all Servicer Events of Termination which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocuments, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementMajority Certificateholders; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to taking such proceeding. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Trustee, shall be reimbursed by the Servicer upon demand. Nothing in this clause (v) shall derogate from the obligation of the Servicer to observe any such actionapplicable law prohibiting disclosure of information regarding the Mortgagors; (vi) the Trustee shall not be accountable, shall have any liability or make any representation as to any acts or omissions hereunder of the Servicer until such time as the Trustee may be required to act as Servicer pursuant to Section 7.02; (vii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, attorney or attorneys selected custodian appointed by it with due care by itcare; and (viiviii) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders performance of such Certificates, subject to the provisions of this Trust Agreementact.

Certain Matters Affecting the Trustee. the Fiscal Agent and the Paying Agent (a) Except as otherwise provided in this Article VIISection 7.1: (i) the Trustee Trustee, the Fiscal Agent and the Paying Agent each may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee Trustee, the Fiscal Agent and the Paying Agent each may consult with counsel and the advice of such counsel and 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) none of the Trustee shall be under no obligation to exercise Trustee, the Fiscal Agent, or the Paying Agent or any of the trusts their respective partners, representatives, Affiliates, members, managers, directors, officers, employees, agents or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders Controlling Persons shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the Trustee shall not be personally liable for any action taken, suffered or omitted by it such Person in good faith its reasonable business judgment and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Trust Agreement; (viv) the Trustee and the Paying Agent shall not be bound under any obligation to exercise any remedies after default as specified in this Agreement or to institute, conduct or defend any litigation hereunder or relating hereto or make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine(provided the same appears regular on its face), unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee at least 25% of the aggregate Voting Rights Aggregate Certificate Balance of the affected Series (or Class or Classes within any such Series)Certificates then outstanding, as specified by the applicable Supplement; providedprovided that, however, that if the payment within a reasonable time to the Trustee or the Paying Agent, as applicable, of the costs, expenses or liabilities likely to be incurred by it in connection with the making of such investigation foregoing is, in the opinion of the Trustee, such Person not reasonably assured to the Trustee such Person by the security afforded to it by the terms of this Trust Agreement, the Trustee such Person may require reasonable indemnity against such expense or liability or payment of such estimated expenses as a condition to taking any proceeding. The reasonable expenses of the Trustee or the Paying Agent, as applicable, shall be paid by the Certificateholders requesting such actionexamination; (viv) the Trustee Trustee, the Fiscal Agent and the Paying Agent each may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, which agents or attorneys shall have any or a custodian all of the rights, powers, duties and obligations of the Trustee, the Fiscal Agent and the Paying Agent conferred on them by such appointment; provided that each of the Trustee, the Fiscal Agent and the Paying Agent, as the case may be, shall continue to be responsible for its duties and obligations hereunder and shall not be liable for the actions or omissions of the Master Servicer, the Special Servicer, the Depositor or the actions or omissions of each other; (vi) none of the Trustee, the Fiscal Agent or the Paying Agent shall be required to obtain a deficiency judgment against a Mortgagor; (vii) none of the Trustee, the Fiscal Agent or the Paying Agent shall be required to expend its own funds or otherwise incur any misconduct or negligence financial liability in the performance of any of its duties hereunder if it shall have reasonable grounds for believing that repayment of such agents funds or attorneys selected adequate indemnity against such liability is not assured to it; (viii) none of the Trustee, the Fiscal Agent or the Paying Agent shall be liable for any loss on any investment of funds pursuant to this Agreement; (ix) unless otherwise specifically required by law, none of the Trustee, the Fiscal Agent or the Paying Agent shall be required to post any surety or bond of any kind in connection with due care by itthe execution or performance of its duties hereunder; and (viix) except as specifically provided hereunder in connection with the performance of its specific duties, none of the Trustee, the Fiscal Agent or the Paying Agent shall be responsible for any act or omission of the Master Servicer, the Special Servicer, the Depositor or of each other. (b) Following the Closing Date, the Trustee shall not be personally liable for accept any loss resulting from contribution of assets to the investment Trust not specifically contemplated by this Agreement unless the Trustee shall have received a Nondisqualification Opinion at the expense of funds held in any Certificate Account or Reserve Account in accordance the Person desiring to contribute such assets with Section 3.05respect to such contribution. (bc) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series)Certificates, or the production thereof at the trial or other Proceeding any proceeding relating thereto, and any such Proceeding suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement. (d) The Trustee shall timely pay, from its own funds, the amount of any and all federal, state and local taxes imposed on the Trust or its assets or transactions including, without limitation, (A) "prohibited transaction" penalty taxes as defined in Section 860F of the Code, if, when and as the same shall be due and payable, (B) any tax on contributions to a REMIC after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code, but only if such taxes arise out of a breach by the Trustee of its obligations hereunder, which breach constitutes negligence or willful misconduct of the Trustee. (e) The Paying Agent shall timely pay, from its own funds, the amount of any and all federal, state and local taxes imposed on the Trust or its assets or transactions including, without limitation, (A) "prohibited transaction" penalty taxes as defined in Section 860F of the Code, if, when and as the same shall be due and payable, (B) any tax on contributions to a REMIC after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code, but only if such taxes arise out of a breach by the Paying Agent of its obligations hereunder, which breach constitutes negligence or willful misconduct of the Paying Agent. (f) If, in connection with any Distribution Date, the Trustee or Paying Agent has reported to the Depository the anticipated amount of the distribution to be made to the Depository on such Distribution Date and the timing of the receipt from the Master Servicer of any Principal Prepayment or Balloon Payment requires modification of such anticipated amount of the distribution to be made to the Depository, the Trustee or Paying Agent will use commercially reasonable efforts to cause the Depository to revise the amount of the distribution on a timely basis so that such Principal Prepayments or Balloon Payments will be included in the Available Distribution Amount for such Distribution Date. None of the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer and the Special Servicer will be liable or held responsible for any resulting delay (or claims by the Depository resulting therefrom) in the making of such distribution to Certificateholders.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the Trustee may request and rely upon upon, and shall be protected in acting or refraining from acting upon upon, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel and any advice or 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) the Trustee shall not be under no any obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement 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, Certificateholders pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) the Trustee shall not 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 Trust Agreement; (v) prior to the occurrence of a Servicer Event of Termination and after the curing of all Servicer Events of Termination which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocuments, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementMajority Certificateholder; provided, however, that if the payment within a reasonable time to the 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 Trustee, Trustee not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to taking such proceeding. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Trustee shall be reimbursed by the Servicer upon demand. Nothing in this clause (v) shall derogate from the obligation of the Servicer to observe any such actionapplicable law prohibiting disclosure of information regarding the Mortgagors; (vi) the Trustee shall not be accountable, shall have any liability or make any representation as to any acts or omissions hereunder of the Servicer until such time as the Trustee may be required to act as Servicer pursuant to Section 7.02; (vii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, attorney or attorneys selected custodian appointed by it with due care by itcare; and (viiviii) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders performance of such Certificates, subject to the provisions of this Trust Agreementact.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 11.01: (i) the a. The Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of a Servicing Officer, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the b. The Trustee may consult with counsel and any Opinion opinion of Counsel any counsel for the Originator, the Seller or the Servicer 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 Opinion of Counsel; (iii) the c. The Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) ; provided, however, that nothing contained herein shall relieve the Trustee shall of the obligations, upon the occurrence of an Event of Termination (which has not be personally liable for any action takenbeen cured), suffered or omitted by it to exercise such of the rights and powers vested in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Trust Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (v) d. Prior to the occurrence of an Event of Termination and after the curing of all Events of Termination which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing so to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series)Certificates evidencing, as specified by the applicable Supplementto any Class, Percentage Interests representing 25% or more; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to taking any such action; (vi) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and shall not be liable for any misconduct or negligence of any such agents or attorneys selected with due care by it; and (vii) the Trustee shall not be personally liable for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement.so proceeding. The

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 5.01: (i) the The Trustee may request and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the The Trustee may consult with counsel and any written 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) the The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not 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 Trust Agreement; (v) the The Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing so to do so by Holders of the Required Percentage--Direction Trust Certificates of Trustee of the aggregate Voting Rights of the affected Series (or any Class or Classes within any such Series)evidencing, as specified by the applicable Supplementto such Class, Percentage Interests aggregating not less than 50%; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any so proceeding. The reasonable expense of every such action;examination shall be paid by the Certificateholder requesting the investigation; and (vi) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and shall not be liable for any misconduct or negligence of any such agents or attorneys selected with due care by it; and (vii) the Trustee shall not be personally liable for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05attorneys. (b) All rights of action under this Trust Agreement or under any Following the issuance of the Trust Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall not accept any contribution of assets to the Trust Fund unless it shall have obtained or been furnished with an Opinion of Counsel from the party seeking to contribute assets and at such party's expense to the effect that such contribution will not (i) cause the Trust Fund to fail to qualify as a real estate mortgage investment conduit at any time that any Trust Certificates are outstanding or (subject to Section 3.01(f) hereof) (ii) cause the Trust Fund to be brought in its name for the benefit of all the Holders subject to any tax as a result of such Certificates, subject to contribution (including the provisions imposition of this any tax on "prohibited transactions" of the Trust AgreementFund imposed under Section 860F(a) of the Code).

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 6.01: (i) the The Trustee may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's ’s Certificate, certificate of auditors auditors, Opinion of Counsel or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and any advice of its counsel or 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) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered or omitted 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 Trust Agreement; (viv) Unless an Event of Default shall have occurred and be continuing, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine(provided the same appears regular on its face), unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series at least a majority in Class Principal Amount (or Class or Classes within any such Series), as specified by the applicable SupplementNotional Amount) of each Class of Certificates; provided, however, that that, if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability or payment of such estimated expenses as a condition to taking any proceeding. The reasonable expense thereof shall be paid by the Holders requesting such actioninvestigation; (viv) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, custodians, or attorneys, which agents, custodians or attorneys or a custodian shall have any and all of the rights, powers, duties and obligations of the Trustee conferred on them by such appointment; provided that the Trustee shall continue to be responsible for its duties and obligations hereunder to the extent provided herein; and provided, further, that the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent or attorneys selected attorney appointed with due care by it; andthe Trustee; (vi) The Trustee shall not be under any obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, in each case 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 Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (vii) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05.such act; and (bviii) All rights of action under this Trust Agreement The Trustee shall not be required to give any bond or under any surety in respect of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any execution of the Certificates of any Series (or Class within such Series), Trust Fund created hereby or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreementpowers granted hereunder.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 9.01: (i) the The Trustee may request and conclusively rely upon upon, and shall be fully protected in acting or refraining from acting upon upon, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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 Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe; (ii) the The Trustee may consult with counsel of its selection and any advice of such 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) the The Trustee shall not be under no any obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not 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 Trust Agreement; (v) the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by the Holders of the Required Percentage--Direction of Trustee Certificates entitled to at least 25% of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementRights; provided, however, that if the payment within a reasonable time to the 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 Trustee, Trustee not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreementsuch Certificateholders, the Trustee may require reasonable indemnity satisfactory to it against such expense expense, or liability from such Certificateholders as a condition to taking any such action; (vi) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or agents, nominees, attorneys or a custodian, and shall not be responsible for any misconduct or negligence on the part of any agent, nominee, attorney or custodian and appointed by the Trustee in good faith; and (vii) The Trustee shall not be liable for any misconduct or negligence loss on any investment of funds pursuant to this Agreement (other than as issuer of the investment security); (viii) The Trustee shall not be deemed to have notice of any Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such agents a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Certificates and this Agreement. The Trustee shall not have any responsibility or attorneys selected with due care liability for any action or failure to act by it; andthe Master Servicer, Backup Servicer or any Servicer nor shall the Trustee be obligated to supervise or monitor the performance of the Master Servicer, Backup Servicer or any Servicer hereunder or otherwise; (viiix) The rights, privileges, protections, immunities and benefits given to the 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) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for other than its negligence or willful misconduct in the performance of such act; and (xi) The Depositor and the Seller hereby approve of the appointment of the Custodian to act as custodian pursuant to the Custodial Agreement and each further agree that the Trustee appointed the Custodian to act as custodian with due care (xii) if requested by each Servicer, the Trustee may appoint each Servicer as the trustee's attorney-in-fact in order to carry out and perform certain activities that are necessary or appropriate for the servicing and administration of the Mortgage Loans pursuant to this Agreement. Such appointment shall be evidenced by a power of attorney in such form as may be agreed to by the Trustee and each Servicer. The Trustee shall have no liability for any loss resulting from action or inaction of each Servicer in connection with such power of attorney and the investment Trustee shall be indemnified by each Servicer for all liabilities, costs and expenses incurred by the Trustee in connection with each Servicer's use or misuse of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05.such powers of attorney; and (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series)Certificates, or the production thereof at the trial or other Proceeding proceeding relating thereto, and any such Proceeding suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement. (c) Notwithstanding anything in this Agreement to the contrary, in no event shall the Trustee be liable to any Person for any act or omission of the Master Servicer, the Backup Servicer or any Servicer.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 6.01: (i) the The Trustee may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and any advice of its counsel or 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) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered or omitted 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 Trust Agreement; (viv) Unless an Event of Default shall have occurred and be continuing, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine(provided the same appears regular on its face), unless requested in writing to do so by the Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series at least a majority in Class Principal Amount (or Percentage Interest) of each Class or Classes within any such Series)of Certificates; PROVIDED, as specified by the applicable Supplement; providedHOWEVER, howeverthat, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability or payment of such estimated expenses from the Certificateholders as a condition to taking any proceeding. The reasonable expense thereof shall be paid by the party requesting such actioninvestigation and if not reimbursed by the requesting party shall be reimbursed to the Trustee by the Trust Fund; (viv) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, custodians or attorneys, which agents, custodians or attorneys or a custodian shall have any and all of the rights, powers, duties and obligations of the Trustee conferred on it by such appointment, provided that the Trustee shall continue to be responsible for its duties and obligations hereunder to the extent provided herein, and provided further that the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent or attorneys selected attorney appointed with due care by it; andthe Trustee; (vi) The Trustee shall not be under any obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, in each case 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 Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (vii) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05.such act; and (bviii) All rights of action under this Trust Agreement The Trustee shall not be required to give any bond or under any surety in respect of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any execution of the Certificates of any Series (or Class within such Series), Trust Fund created hereby or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreementpowers granted hereunder.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 6.01: (i) the The Trustee may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors auditors, Opinion of Counsel or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and any advice of its counsel or 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) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered or omitted 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 Trust Agreement; (viv) the Unless an Event of Default shall have occurred and be continuing, The Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine(provided the same appears regular on its face), unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series at least a majority in Class Principal Amount (or Class or Classes within any such Series), as specified by the applicable SupplementNotional Amount) of each Class of Certificates; provided, however, that that, if the payment within a reasonable time to the 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 Trustee, Trustee not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability or payment of such estimated expenses as a condition to taking any proceeding. The reasonable expense thereof shall be paid by the Holders requesting such actioninvestigation; (viv) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, custodians, or attorneys, which agents, custodians or attorneys or a custodian shall have any and all of the rights, powers, duties and obligations of the Trustee conferred on them by such appointment provided that the Trustee shall continue to be responsible for its duties and obligations hereunder to the extent provided herein, and provided further that the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent or attorneys selected attorney appointed with due care by it; andthe Trustee; (vi) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, in each case 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 Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (vii) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05.such act; and (bviii) All rights of action under this Trust Agreement The Trustee shall not be required to give any bond or under any surety in respect of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any execution of the Certificates of any Series (or Class within such Series), Trust Fund created hereby or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreementpowers granted hereunder.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 5.01: (i) the The Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the The Trustee may consult with counsel and 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 Opinion of Counsel; (iii) the The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, hereto at the request, order or direction of any of the Certificateholders, Certificateholders pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) The 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, direction, consent, order or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to the extent reasonable under the circumstances to examine the books, records and premises of such Person, personally or by agent or attorney; (v) The Trustee shall not 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 Trust Agreement; (v) the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable Supplement; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action;and (vi) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and shall not be liable for any the default or misconduct or negligence of any such agents or attorneys if selected with due care by it; and (vii) the Trustee shall not be personally liable for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05reasonable care. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 6.01: (i) the The Trustee may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's ’s Certificate, certificate of auditors auditors, Opinion of Counsel or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and any advice of its counsel or 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) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered or omitted 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 Trust Agreement; (viv) Unless an Event of Default shall have occurred and be continuing, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine(provided the same appears regular on its face), unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series at least a majority in Class Principal Amount (or Class or Classes within any such Series), as specified by the applicable SupplementNotional Amount) of each Class of Certificates; provided, however, that that, if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability or payment of such estimated expenses as a condition to taking any proceeding. The reasonable expense thereof shall be paid by the Holders requesting such actioninvestigation; (viv) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, custodians, or attorneys, which agents, custodians or attorneys or a custodian shall have any and all of the rights, powers, duties and obligations of the Trustee conferred on them by such appointment provided that the Trustee shall continue to be responsible for its duties and obligations hereunder to the extent provided herein, and provided further that the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent or attorneys selected attorney appointed with due care by it; andthe Trustee; (vi) The Trustee shall not be under any obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, in each case 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 Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (vii) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05.such act; and (bviii) All rights of action under this Trust Agreement The Trustee shall not be required to give any bond or under any surety in respect of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any execution of the Certificates of any Series (or Class within such Series), Trust Fund created hereby or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreementpowers granted hereunder.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the Trustee may request and rely upon upon, and shall be protected in acting or refraining from acting upon upon, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel and any advice or 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) the Trustee shall not be under no any obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement Agreement, or to institute, conduct or defend any litigation 112 hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, Certificateholders pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) the Trustee shall not 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 Trust Agreement; (v) prior to the occurrence of a Servicer Event of Termination and after the curing of all Servicer Events of Termination which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocuments, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series)Majority Certificateholder; PROVIDED, as specified by the applicable Supplement; provided, howeverHOWEVER, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to taking such proceeding. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Trustee, shall be reimbursed by the Servicer upon demand. Nothing in this clause (v) shall derogate from the obligation of the Servicer to observe any such actionapplicable law prohibiting disclosure of information regarding the Mortgagors; (vi) the Trustee shall not be accountable, shall have any liability or make any representation as to any acts or omissions hereunder of the Servicer until such time as the Trustee may be required to act as Servicer pursuant to Section 7.02; (vii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, attorney or attorneys selected custodian appointed by it with due care by itcare; and (viiviii) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders performance of such Certificates, subject to the provisions of this Trust Agreementact.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the The Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and 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 Opinion of Counsel; (iii) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered taken or omitted 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 Trust Agreement; (viv) Prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by the Holders of the Required Percentage--Direction of Trustee Certificates evidencing Percentage Interests aggregating not less than 25% of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementREMIC I Trust Fund; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security security, if any, afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such actionproceeding; (viv) the The Trustee may execute the trust or any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and attorneys; (vi) The Trustee shall not be deemed to have knowledge or notice of any matter, including without limitation an Event of Default, unless actually known by a Responsible Officer, or unless written notice thereof referencing this Agreement or the Certificates is received at the Corporate Trust Office at the address set forth in Section 10.06; (vii) In no event shall the Trustee be held liable for acts or omissions of the Master Servicer (excepting the Trustee's own actions as Master Servicer). No provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any misconduct or negligence financial liability in the performance of any of its duties hereunder (except for the giving of required notices), or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing the repayment of such agents funds or attorneys selected with due care by adequate indemnity against such risk or liability is not reasonably assured to it; and (viiviii) When the Trustee shall not be personally liable for is acting as Master Servicer pursuant to Section 7.02, and to the extent permitted under applicable law, the Trustee is hereby authorized, in making or disposing of any loss resulting from the investment permitted hereunder, to deal with itself (in its individual capacity) or with any one or more of funds held in any Certificate Account its affiliates, whether it or Reserve Account in accordance with Section 3.05. (b) All rights of action under this Trust Agreement or under any its affiliate is acting as an agent of the Certificates, enforceable by the Trustee, may be enforced by it without the possession Trustee or of any of the Certificates of any Series (third person or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in dealing as principal for its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreementown account.

Certain Matters Affecting the Trustee. (a) Except as ------------------------------------- otherwise provided in this Article VIISection 6.01: (i) the The Trustee may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and any advice of its counsel or 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) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered or omitted 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 Trust Agreement; (viv) Unless an Event of Default shall have occurred and be continuing, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine(provided the same appears regular on its face), unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series at least a majority in Class Certificate Principal Amount (or Aggregate Notional Amount) of each Class or Classes within any such Series), as specified by the applicable Supplementof Certificates; provided, however, that that, if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability or payment of such estimated expenses as a condition to taking any proceeding. The reasonable expense thereof shall be paid by the Holders requesting such action;investigation; and (viv) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and shall not be liable for any misconduct or negligence of any such attorneys, which agents or attorneys selected with due care shall have any or all of the rights, powers, duties and obligations of the Trustee conferred on them by it; and (vii) such appointment provided that the Trustee shall not continue to be personally liable responsible for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05its duties and obligations hereunder. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 5.01: (i) the The Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the The Trustee may consult with counsel of its selection and the advice of such 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) the The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, hereto at the request, order or direction of any of the Certificateholders, Certificateholders pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The 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, direction, consent, order or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to the extent reasonable under the circumstances to examine the books, records and premises of such Person, personally or by agent or attorney; (v) The Trustee shall not be 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 Trust Agreement; (v) the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable Supplement; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action;and (vi) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and shall not be liable for any the default or misconduct or negligence of any such agents or attorneys if selected with due care by it; and (vii) the Trustee shall not be personally liable for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05reasonable care. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 11.1: (i) the Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (iia) the Trustee may consult with counsel and any written advice of counsel or an 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 written advice of counsel or an Opinion of Counsel; (iiib) the Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; provided, however, that nothing contained herein shall relieve the Trustee of the obligations, upon the occurrence of a Servicer Default (which has not been cured or waived) 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 person would exercise or use under the circumstances in the conduct of his or her own affairs; (ivc) the Trustee shall not 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 Trust Agreement; (vd) the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine, unless requested in writing so to do so by Holders of the Required Percentage--Direction of Trustee Investor Certificates evidencing more than 25% of the aggregate Voting Rights unpaid principal amount of all Investor Certificates (or, with respect to any such matters that do not relate to all Series, 25% of the affected aggregate unpaid principal amount of the Investor Certificates of all Series (or Class or Classes within any to which such Seriesmatters relate), as specified by the applicable Supplement; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses expenses, or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense cost, expense, or liability as a condition to taking any such actionso proceed; (vie) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian custodian, nominee and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, attorney, custodian or attorneys selected nominee appointed with due care by it; andit hereunder; (viif) except as may be required by subsection 11.1(a), the Trustee shall not be personally liable required to make any initial or periodic examination of any documents or records related to the Receivables or the Accounts for the purpose of establishing the presence or absence of defects, the compliance by the Transferor with its representations and warranties or for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05.other purpose; (bg) All rights whether or not therein expressly so provided, every provision of action under this Trust Agreement relating to the conduct or under any affecting the liability of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by affording protection to the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Section 11.2; (h) the Trustee shall have no liability with respect to the acts or omissions of the Servicer (except and to the extent the Servicer is the Trustee), including, acts or omissions in connection with the servicing, management or administration of Receivables; calculations made by the Servicer whether or not reported to the Trustee; and deposits into or withdrawals from any accounts or funds established pursuant to the terms of this Agreement; and (i) in the event that the Trustee is also acting as Paying Agent or Transfer Agent and Registrar hereunder, the rights and protections afforded to the Trustee pursuant to this Article XI shall also be afforded to such Paying Agent, Transfer Agent and Registrar.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the Trustee may request and conclusively rely upon upon, and shall be fully protected in acting or refraining from acting upon upon, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel and any advice or 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) the Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement 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, Certificateholders pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) the Trustee shall not 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 Trust Agreement; (v) prior to the occurrence of a Master Servicer Event of Termination and after the curing of all Master Servicer Events of Termination which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocuments, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementMajority Certificateholder; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to taking such proceeding. The reasonable expense of every such examination shall be paid by the Master Servicer or, if paid by the Trustee, shall be reimbursed by the Master Servicer upon demand. Nothing in this clause (v) shall derogate from the obligation of the Master Servicer to observe any such actionapplicable law prohibiting disclosure of information regarding the Mortgagors; (vi) the Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer until such time as the Trustee may be required to act as Master Servicer pursuant to Section 7.02; (vii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, attorney or attorneys selected custodian appointed by the Trustee with due care by itcare; and (viiviii) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders performance of such Certificates, subject to the provisions of this Trust Agreementact.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the Trustee may request and conclusively rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel of its selection and, in connection with the preparation of the Trust's tax returns, accountants, and any advice or Opinion of Counsel or advice given by such tax return prepared by accountants shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder the Trustee under this Agreement in good faith and in accordance with such advice or Opinion of CounselCounsel or the filing of any tax return; (iii) except for the duties and obligations of the Trustee expressly created by this Agreement, the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation Proceeding hereunder or in relation heretothereto, at the request, order or direction of any of the Certificateholders, Certificateholders pursuant to the provisions terms of this Trust Agreement, Agreement unless such Certificateholders or the Depositor shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the Trustee shall not 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 Trust Agreement; (v) the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable Supplement; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action; (vi) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under this Agreement either directly or by or through agents agents, attorneys, accountants or attorneys or a custodian custodians and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, attorney accountants or attorneys selected custodian appointed with due care by it; andit hereunder; (vii) the Trustee shall not be personally liable for any loss loss, fee, tax or other charge resulting from the investment or reinvestment of funds or for any liquidation of an investment held in any Certificate Account pursuant to Sections 3.05 and 3.06; (viii) the Trustee shall not be deemed to have notice or actual knowledge of any matter including, without limitation, any default or Default Event, unless (A) a Responsible Officer assigned to and working in the Corporate Trust Office has actual knowledge thereof or (B) written notice thereof is received by the Trustee at the Corporate Trust Office; (ix) the Trustee shall not be personally liable for its failure to act or delay in acting by reason of circumstances beyond its reasonable control, including without limitation, acts of God, acts of war or terrorism, earthquakes, fires, floods, civil or military disturbances, sabotage, epidemics, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; (x) the Trustee shall not be personally liable for any acts or omissions of the Depositary or the U.S. Federal Reserve Account Banks or any malfunction in accordance connection with Section 3.05the book-entry system of the Depositary or the U.S. Federal Reserve Banks; (xi) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed by the Trustee to act hereunder; and (xii) the Trustee may request that the Depositor deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (b) Upon any application or request by the Depositor to the Trustee to take any action under the provisions of this Agreement, which action is subject to the satisfaction of a condition precedent (including any covenants compliance with which constitutes a condition precedent), the Depositor shall furnish to the Trustee: (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of the TIA, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include: (i) a statement that such signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as t the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the judgment of each such signatory, such signatory has made such examination or investigations as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (c) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities in which the Certificates evidence an interest. However, neither the Trustee (except as specifically provided herein or in the TIA) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of Underlying Securities or Certificates. (d) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series)Certificates, or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such CertificatesCertificateholders, subject to the provisions terms of this Trust Agreement.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 11.01: (ia) the Trustee may request and rely upon on and shall be protected in acting on, or in refraining from acting upon in accord with, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, Officer's Certificate, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties; (iib) the Trustee may consult with counsel of its choice and 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 Opinion of Counsel; (iiic) the Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; provided, however, that nothing contained herein shall relieve the Trustee of the obligations, upon the occurrence of a Servicer Default (which has not been cured or waived) 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 person would exercise or use under the circumstances in the conduct of his or her own affairs; (ivd) the Trustee shall not 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 Trust Agreement; (ve) the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine, unless requested in writing so to do so by Holders of the Required Percentage--Direction of Trustee Investor Certificates evidencing more than 25% of the aggregate Voting Rights unpaid principal amount of all Investor Certificates (or, with respect to any such matters that do not relate to all Series, 25% of the affected aggregate unpaid principal amount of the Investor Certificates of all Series (or Class or Classes within any to which such Seriesmatters relate), as specified by the applicable Supplement; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses expenses, or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense cost, expense, or liability as a condition to taking any such actionso proceed; (vif) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian custodian, and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, attorney or attorneys selected custodian appointed with due care by it; andit hereunder; (viig) except as may be required by subsection 11.01(a), the Trustee shall not be personally liable required to make any initial or periodic examination of any documents or records related to the Receivables or the Accounts for the purpose of establishing the presence or absence of defects, the compliance by the Transferors with their representations and warranties or for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05.other purpose; (bh) All rights whether or not therein expressly so provided, every provision of action under this Trust Agreement relating to the conduct or under any affecting the liability of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by affording protection to the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Section 11.02; (i) the Trustee shall have no liability with respect to the acts or omissions of the Servicer (except and to the extent the Servicer is the Trustee), including, acts or omissions in connection with the servicing, management or administration of Receivables; calculations made by the Servicer whether or not reported to the Trustee; and deposits into or withdrawals from any accounts or funds established pursuant to the terms of this Agreement; and (j) in the event that the Trustee is also acting as Paying Agent or Transfer Agent and Registrar hereunder, the rights and protections afforded to the Trustee pursuant to this Article XI shall also be afforded to such Paying Agent, Transfer Agent and Registrar.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the The Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and 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 Opinion of Counsel; (iii) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered taken or omitted 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 Trust Agreement; (viv) Prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by the Holders of the Required Percentage--Direction of Trustee Certificates evidencing Percentage Interests aggregating not less than 25% of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementREMIC II Trust Fund; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security security, if any, afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such actionproceeding; (viv) the The Trustee may execute the trust or any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and shall not be liable for any misconduct or negligence of any such agents or attorneys selected with due care by itattorneys; and (viivi) the The Trustee shall not be personally liable for deemed to have knowledge or notice of any loss resulting from the investment matter, including without limitation an Event of funds held in any Certificate Account Default, unless actually known by a Responsible Officer, or Reserve Account in accordance with Section 3.05. (b) All rights of action under unless written notice thereof referencing this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof is received at the trial or other Proceeding relating thereto, and any such Proceeding instituted by Corporate Trust Office at the Trustee shall be brought address set forth in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust AgreementSection 10.06.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the The Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and 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 Opinion of Counsel; (iii) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered taken or omitted 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 Trust Agreement; (viv) Prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by the Holders of the Required Percentage--Direction of Trustee Certificates evidencing Percentage Interests aggregating not less than 25% of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementCertificate Trust Fund; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security security, if any, afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such actionproceeding; (viv) the The Trustee may execute the trust or any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and shall not be liable for any misconduct or negligence of any such agents or attorneys selected with due care by itattorneys; and (viivi) the The Trustee shall not be personally liable for deemed to have knowledge or notice of any loss resulting from the investment matter, including without limitation an Event of funds held in any Certificate Account Default, unless actually known by a Responsible Officer, or Reserve Account in accordance with Section 3.05. (b) All rights of action under unless written notice thereof referencing this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof is received at the trial or other Proceeding relating thereto, and any such Proceeding instituted by Corporate Trust Office at the Trustee shall be brought address set forth in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust AgreementSection 10.06.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the Trustee may request and conclusively rely upon upon, and shall be fully protected in acting or refraining from acting upon upon, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel and any advice or 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) the Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement 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, Certificateholders pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) the Trustee shall not 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 Trust Agreement; (v) prior to the occurrence of a Master Servicer Event of Termination and after the curing of all Master Servicer Events of Termination which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocuments, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementMajority Certificateholder; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of 109 such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to taking such proceeding. The reasonable expense of every such examination shall be paid by the Master Servicer or, if paid by the Trustee, shall be reimbursed by the Master Servicer upon demand. Nothing in this clause (v) shall derogate from the obligation of the Master Servicer to observe any such actionapplicable law prohibiting disclosure of information regarding the Mortgagors; (vi) the Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer until such time as the Trustee may be required to act as Master Servicer pursuant to Section 7.02; (vii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, attorney or attorneys selected custodian appointed by the Trustee with due care by itcare; and (viiviii) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders performance of such Certificates, subject to the provisions of this Trust Agreementact.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the Trustee may request and rely upon upon, and shall be protected in acting or refraining from acting upon upon, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel and any advice or 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) the Trustee shall not be under no any obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement 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, Certificateholders pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) the Trustee shall not 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 Trust Agreement; (v) prior to the occurrence of a Servicer Event of Termination and after the curing of all Servicer Events of Termination which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocuments, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementMajority Certificateholder; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to taking such proceeding. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Trustee, shall be reimbursed by the Servicer upon demand. Nothing in this clause (v) shall derogate from the obligation of the Servicer to observe any such actionapplicable law prohibiting disclosure of information regarding the Mortgagors; (vi) the Trustee shall not be accountable, have any liability or make any representation as to any acts or omissions hereunder of the Servicer until such time as the Trustee may be required to act as Servicer pursuant to Section 7.02; (vii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, attorney or attorneys selected custodian appointed by it with due care by itcare; and (viiviii) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders performance of such Certificates, subject to the provisions of this Trust Agreementact.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 6.01: (i) the The Trustee may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors auditors, Opinion of Counsel or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and any advice of its counsel or 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) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered or omitted 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 Trust Agreement; (viv) Unless an Event of Default shall have occurred and be continuing, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine(provided the same appears regular on its face), unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series at least a majority in Class Principal Amount (or Class or Classes within any such Series), as specified by the applicable SupplementNotional Amount) of each Class of Certificates; provided, however, that that, if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability or payment of such estimated expenses as a condition to taking any proceeding. The reasonable expense thereof shall be paid by the Holders requesting such actioninvestigation; (viv) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, custodians, or attorneys, which agents, custodians or attorneys or a custodian shall have any and all of the rights, powers, duties and obligations of the Trustee conferred on them by such appointment provided that the Trustee shall continue to be responsible for its duties and obligations hereunder to the extent provided herein, and provided further that the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent or attorneys selected attorney appointed with due care by it; andthe Trustee; (vi) The Trustee shall not be under any obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, in each case 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 Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (vii) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05.such act; and (bviii) All rights of action under this Trust Agreement The Trustee shall not be required to give any bond or under any surety in respect of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any execution of the Certificates of any Series (or Class within such Series), Trust Fund created hereby or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreementpowers granted hereunder.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 6.01: (ia) the The Trustee may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's ’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (iib) the The Trustee may consult with counsel and any advice of its counsel or 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; (iiic) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered or omitted 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 Trust Agreement; (vd) Unless an Event of Default shall have occurred and be continuing, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine(provided the same appears regular on its face), unless requested in writing to do so by the Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series at least a majority in Class Principal Amount (or Class Notional Amount or Percentage Interest) of each Class of Certificates or, if such Classes within any such Series)have been retired pursuant to a Section 7.01(c) Purchase Event, as specified by the applicable SupplementLTURI-holder; provided, however, that that, if the payment within a reasonable time to the 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 Trustee, Trustee not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability or payment of such estimated expenses from the Certificateholders, as applicable, as a condition to taking any proceeding. The reasonable expense thereof shall be paid by the party requesting such actioninvestigation and if not reimbursed by the requesting party shall be reimbursed to the Trustee by the Trust Fund; (vie) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, custodians or attorneys, which agents, custodians or attorneys or a custodian shall have any and all of the rights, powers, duties and obligations of the Trustee conferred on them by such appointment, provided that the Trustee shall continue to be responsible for its duties and obligations hereunder to the extent provided herein, and provided, further, that the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent or attorneys selected attorney appointed with due care by it; andthe Trustee; (viif) The Trustee shall not be under any obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, in each case 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 Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (g) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05.such act; and (bh) All rights of action under this Trust Agreement The Trustee shall not be required to give any bond or under any surety in respect of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any execution of the Certificates of any Series (Trust Fund or Class within such Series), Supplemental Interest Trust created hereby or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreementpowers granted hereunder.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the The Trustee may request and conclusively rely upon upon, and shall be fully protected in acting or refraining from acting upon upon, any resolution, Officer's Officers’ Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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 Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe; (ii) the The Trustee may consult with counsel of its selection and any advice of such 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) the The Trustee shall not be under no any obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not 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 Trust Agreement; (v) the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by the Holders of the Required Percentage--Direction of Trustee Certificates entitled to at least 25% of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementRights; provided, however, that if the payment within a reasonable time to the 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 Trustee, Trustee not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreementsuch Certificateholders, the Trustee may require reasonable indemnity satisfactory to it against such expense expense, or liability from such Certificateholders as a condition to taking any such action; (vi) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or agents, nominees, attorneys or a custodian, and shall not be responsible for any misconduct or negligence on the part of any agent, nominee, attorney or custodian and appointed by the Trustee in good faith; and (vii) The Trustee shall not be liable for any misconduct loss on any investment of (or negligence failure of investment of) funds pursuant to this Agreement (other than as issuer of the investment security); (viii) The Trustee shall not be deemed to have notice of any default or Servicer Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such agents a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Certificates and this Agreement. The Trustee shall not have any responsibility or attorneys selected with due care liability for any action or failure to act by it; andthe Custodian, Securities Administrator, the Trust Oversight Manager or Servicer nor shall the Trustee be obligated to supervise or monitor the performance of the Servicer, the Securities Administrator, the Trust Oversight Manager or the Custodian hereunder or otherwise; (viiix) The rights, privileges, protections, immunities and benefits given to the 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) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance such act; and (xi) The Depositor and the Seller hereby approve of the appointment of XX Xxxxxx Trust to act as initial custodian pursuant to the Custodial Agreement and each further agree that the Trustee appoint XX Xxxxxx Trust Company to act as custodian with Section 3.05due care. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series)Certificates, or the production thereof at the trial or other Proceeding proceeding relating thereto, and any such Proceeding suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement. (c) Notwithstanding anything in this Agreement to the contrary, in no event shall the Trustee be liable to any Person for any act or omission of the Servicer, the Securities Administrator, the Trust Oversight Manager or the Custodian.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 6.01: (i) the The Trustee may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's ’s Certificate, certificate of auditors auditors, Opinion of Counsel or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and any advice of its counsel or 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) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered or omitted 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 Trust Agreement; (viv) Unless an Event of Default shall have occurred and be continuing, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine(provided the same appears regular on its face), unless requested in writing to do so by Holders of the Required Percentage--Direction at least a majority in Class Principal Amount of Trustee each Class of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementCertificates; provided, however, that that, if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability or payment of such estimated expenses as a condition to taking any proceeding. The reasonable expense thereof shall be paid by the Holders requesting such actioninvestigation; (viv) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, custodians, or attorneys, which agents, custodians or attorneys or a custodian shall have any and all of the rights, powers, duties and obligations of the Trustee conferred on them by such appointment; provided that the Trustee shall continue to be responsible for its duties and obligations hereunder to the extent provided herein; and provided, further, that the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent or attorneys selected attorney appointed with due care by it; andthe Trustee; (vi) The Trustee shall not be under any obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, in each case 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 Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (vii) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05.such act; and (bviii) All rights of action under this Trust Agreement The Trustee shall not be required to give any bond or under any surety in respect of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any execution of the Certificates of any Series (or Class within such Series), Trust Fund created hereby or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreementpowers granted hereunder.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 6.01: (ia) the The Trustee may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's ’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (iib) the The Trustee may consult with counsel and any advice of its counsel or 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; (iiic) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered or omitted 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 Trust Agreement; (vd) the The Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine(provided the same appears regular on its face), unless requested in writing to do so by the Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series at least a majority in Class Principal Amount (or Percentage Interest) of each Class or Classes within any such Series), as specified by the applicable Supplementof Certificates; provided, however, that that, if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability or payment of such estimated expenses from the Certificateholders as a condition to taking any proceeding. The reasonable expense thereof shall be paid by the party requesting such actioninvestigation and if not reimbursed by the requesting party shall be reimbursed to the Trustee by the Trust Fund; (vie) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, custodians or attorneys, which agents, custodians or attorneys or a custodian shall have any and all of the rights, powers, duties and obligations of the Trustee conferred on them by such appointment, provided that the Trustee shall continue to be responsible for its duties and obligations hereunder to the extent provided herein, and provided further that the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent or attorneys selected attorney appointed with due care by it; andthe Trustee; (viif) The Trustee shall not be under any obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, in each case 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 Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (g) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05.such act; and (bh) All rights of action under this Trust Agreement The Trustee shall not be required to give any bond or under any surety in respect of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any execution of the Certificates of any Series (or Class within such Series), Trust Fund created hereby or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreementpowers granted hereunder.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 5.01: (i) the The Trustee may request and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the The Trustee may consult with counsel and any written 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) the The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not 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 Trust Agreement; (v) the The Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing so to do so by Holders of the Required Percentage--Direction Trust Certificates of Trustee of the aggregate Voting Rights of the affected Series (or any Class or Classes within any such Series)evidencing, as specified by the applicable Supplementto such Class, Percentage Interests aggregating not less than 50%; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any so proceeding. The reasonable expense of every such action;examination shall be paid by the Certificateholder requesting the investigation; and (vi) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and shall not be liable for any misconduct or negligence of any such agents or attorneys selected with due care by it; and (vii) the Trustee shall not be personally liable for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05attorneys. (b) All rights of action under this Trust Agreement or under any Following the issuance of the Trust Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall not accept any contribution of assets to the Trust Fund unless it shall have obtained or been furnished with an Opinion of Counsel from the party seeking to contribute assets and at such party's expense to the effect that such contribution will not (i) cause the Trust Fund to fail to qualify as a REMIC at any time that any Trust Certificates are outstanding or (subject to Section 3.01(f) hereof) (ii) cause the Trust Fund to be brought in its name for the benefit of all the Holders subject to any tax as a result of such Certificates, subject to contribution (including the provisions imposition of this any tax on "prohibited transactions" of the Trust AgreementFund imposed under Section 860F(a) of the Code).

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 5.01: (i) the The Trustee may request and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the The Trustee may consult with counsel and any written 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) the The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not 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 Trust Agreement; (v) the The Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing so to do so by Holders of the Required Percentage--Direction Trust Certificates of Trustee of the aggregate Voting Rights of the affected Series (or any Class or Classes within any such Series)evidencing, as specified by the applicable Supplementto such Class, Percentage Interests aggregating not less than 50%; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any so proceeding. The reasonable expense of every such action;examination shall be paid by the Certificateholder requesting the investigation; and (vi) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and shall not be liable for any misconduct or negligence of any such agents or attorneys selected with due care by it; and (vii) the Trustee shall not be personally liable for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05attorneys. (b) All rights of action under this Trust Agreement or under any Following the issuance of the Trust Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall not accept any contribution of assets to the Trust Fund unless it shall have obtained or been furnished with an Opinion of Counsel from the party seeking to contribute assets and at such party's expense to the effect that such contribution will not (i) cause the Trust Fund to fail to qualify as a real estate mortgage investment conduit at any time that any Trust Certificates are outstanding or (subject to Section 9.01(f) hereof) (ii) cause the Trust Fund to be brought in its name for the benefit of all the Holders subject to any tax as a result of such Certificates, subject to contribution (including the provisions imposition of this any tax on "prohibited transactions" of the Trust AgreementFund imposed under Section 860F(a) of the Code).

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 9.01: (ia) the The Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (iib) the The Trustee may consult with counsel, and any written advice of its counsel and 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; (iiic) the The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, hereto at the request, order or direction of any of the Certificateholders, Certificateholders or the Insurer pursuant to the provisions of this Trust Agreement, unless such Certificateholders or the Insurer shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (ivd) the The Trustee shall not be liable 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 Trust Agreement; (ve) Prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default which may have occurred, the Trustee shall not be bound to make any investigation into the computations, facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, any Monthly Report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing so to do so by the Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementCertificates evidencing Fractional Interests aggregating not less than 25%; provided, however, that if the payment within a reasonable time to the -------- ------- 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such actionproceeding. The reasonable expense of every such examination shall be paid by the Servicer, if an Event of Default shall have occurred and is continuing, and otherwise by the Certificateholders requesting the investigation; (vif) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys attorneys; provided, however, that any Affiliate of the Contract Seller may only -------- ------- perform ministerial or a custodian and shall not be liable custodial duties hereunder as agent for any misconduct or negligence of any such agents or attorneys selected with due care by itthe Trustee; and (viig) the The Trustee shall not be personally liable for examine any loss resulting directions, notices or other communications received from the investment of funds held in Servicer, the Contract Seller, the Insurer or any Certificate Account Certificateholder (or Reserve Account agent thereof) to determine if such directions, notices or other communications appear on their face to have been made and to otherwise be in accordance with the requirements of this Agreement. As long as the Trustee has acted in good faith and has not been negligent in making determinations required by this Section 3.05. (b) All rights of action under this Trust Agreement 9.02(g), the Trustee may conclusively rely on such directions, notices or under any other communications and shall incur no liability hereunder for complying with, or assuming the truth of the Certificatesstatements contained in, enforceable by the Trusteeany such direction, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial notice or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreementcommunication.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.1 above: (ia) the Trustee may request and conclusively rely upon on and shall be protected in acting on, or in refraining from acting upon in accordance with, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Master Trust Agreement by the proper party or parties; (iib) the Trustee may consult with counsel reasonably selected by the Trustee, and any advice or 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; (iiic) the Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Master Trust Agreement or any Enhancement, 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 Master Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; (ivd) the Trustee shall not 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 Master Trust Agreement; (ve) the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by Holders of (i) any Enhancement Provider or (ii) the Cumulative Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Investor Certificateholders, Cumulative Required Investor Certificateholders (Super Majority), Series Required Investor Certificateholders or Series Required Investor Certificateholders (or Class or Classes within any such SeriesSuper Majority), as specified by the applicable Supplementapplicable; providedPROVIDED, howeverHOWEVER, that if the payment within a reasonable time to Enhancement Provider shall reimburse the Trustee of the costs, for any reasonable out-of-pocket expenses or liabilities likely to be incurred by it in the making of resulting from any such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee requested by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such actionit; (vif) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, nominees, custodians or attorneys or a custodian attorneys, and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, nominee, custodian or attorneys selected attorney appointed with due care by it; andit hereunder; (viig) except as may be required by SECTION 8.1(a) above, the Trustee shall not be required to make any initial or periodic examination of any documents or records related to the Purchased Receivables for the purpose of establishing the presence or absence of defects, the compliance by any Seller or the Servicer with its respective representations and warranties or for any other purpose; (h) the Trustee shall not be personally deemed to have notice of any Rapid Amortization Event or Unmatured Rapid Amortization Event unless a Responsible Trustee Officer has actual knowledge thereof or unless written notice of any such event which is in fact such an event is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Certificates and this Master Trust Agreement; (i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder on behalf of the Trustee and who is acting in accordance herewith. (j) the Trustee may request that the Sellers and the Servicer deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Master Trust Agreement, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; (k) beyond the exercise of reasonable care in the custody thereof and except as provided for in this Master Trust Agreement and any Supplement, the Trustee shall have no duty as to any Purchased Receivables or any Trust Assets in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Trustee shall not be liable or responsible for any loss resulting from or diminution in the investment value of funds held any Trust Assets, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee reasonably selected by the Trustee in any Certificate Account or Reserve Account in accordance with Section 3.05.good faith; and (bl) All rights of action under this Trust Agreement the Trustee shall not be responsible for the existence, genuineness or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession value of any of the Certificates Purchased Receivables or other Trust Assets or for the validity, perfection, priority or enforceability of any Series (lien or Class within security interest in any of the Trust Assets, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such Series)action or omission constitutes gross negligence, bad faith or wilful misconduct on the production thereof at part of the trial or other Proceeding relating theretoTrustee, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit validity or sufficiency of all the Holders Trust Assets or any agreement or assignment contained therein, for the validity of such Certificates, subject the title of the Sellers to the provisions Trust Assets, for the registration of the Trust Assets with any governmental authority, for insuring the Trust Assets or for the payment of taxes, charges, assessments or liens upon the Trust Assets or otherwise as to the maintenance of the Trust Assets, provided, however, that nothing in this SECTION 8.2(l) shall modify, reduce or have any effect on the Trustee's express obligations contained in this Master Trust AgreementAgreement or any Supplement.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 11.01: (ia) the The Trustee may request and rely upon on and shall be protected in acting on, or in refraining from acting upon in accord with, any resolution, Officer's ’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties; (iib) the The Trustee may consult with counsel and any advice or 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; (iiic) the The Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement or any Series Supplement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the CertificateholdersCertificateholders (or, for any Series that issues only collateral certificates to an entity or entities that will issue securities supported by, among other things, such collateral certificates, to the holders of such securities, if the documents governing the terms of such securities so provide) pursuant to the provisions of this Trust AgreementAgreement or any Series Supplement, unless such Certificateholders (or the holders of such securities, as applicable) shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; provided, however, that nothing contained herein shall relieve the Trustee of the obligations, upon the occurrence of any Master Servicer Termination Event or any Servicer Termination Event (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement or any Series Supplement, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; (ivd) the The Trustee shall not 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 Trust AgreementAgreement or any Series Supplement; (ve) the The Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing so to do so by Holders of the Required Percentage--Direction of Trustee Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the aggregate Voting Rights Class Invested Amount of the any Class of any Series which could be materially adversely affected Series (or Class or Classes within any such Series), as specified by the applicable Supplement; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of does not make such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such actioninvestigation; (vif) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian custodian, and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, attorney or attorneys selected custodian appointed with due care by itit hereunder; and (viig) Except as may be required by Section 11.01(a) hereof, the Trustee shall not be personally liable required to make any initial or periodic examination of any documents or records related to the Receivables or the Accounts for the purpose of establishing the presence or absence of defects, the compliance by the Transferor with its representations and warranties or for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05other purpose. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the The Trustee may request and conclusively rely upon upon, and shall be fully protected in acting or refraining from acting upon upon, any resolution, Officer's Officers’ Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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 Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe; (ii) the The Trustee may consult with counsel of its selection and any advice of such 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) the The Trustee shall not be under no any obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not 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 Trust Agreement; (v) the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by the Holders of the Required Percentage--Direction of Trustee Certificates entitled to at least 25% of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementRights; provided, however, that if the payment within a reasonable time to the 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 Trustee, Trustee not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreementsuch Certificateholders, the Trustee may require reasonable indemnity satisfactory to it against such expense expense, or liability from such Certificateholders as a condition to taking any such action; (vi) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or agents, nominees, attorneys or a custodian, and shall not be responsible for any misconduct or negligence on the part of any agent, nominee, attorney or custodian and appointed by the Trustee in good faith; and (vii) The Trustee shall not be liable for any misconduct loss on any investment of (or negligence failure of investment of) funds pursuant to this Agreement (other than as issuer of the investment security); (viii) The Trustee shall not be deemed to have notice of any default or Servicer Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such agents a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Certificates and this Agreement. The Trustee shall not have any responsibility or attorneys selected with due care liability for any action or failure to act by it; anda Custodian, the Trust Oversight Manager or Servicer nor shall the Trustee be obligated to supervise or monitor the performance of the Servicer, the Trust Oversight Manager or a Custodian hereunder or otherwise; (viiix) The rights, privileges, protections, immunities and benefits given to the 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) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for other than its negligence or willful misconduct in the performance of such act; (xi) In order to comply with laws, rules and regulations applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, the Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, each of the parties agrees to provide to the Trustee upon its request from time to time such party’s complete name, address, tax identification number and such other identifying information together with copies of such party’s governing documentation, securities disclosure documentation and such other information reasonably required to comply with any disclosure requirements imposed by applicable law; (xii) The Trustee and its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) servicing as investment advisor, administrator, shareholder, servicing agent, custodian or sub-custodial with respect to certain Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. Such compensation shall not be an amount that is reimbursable or payable pursuant to this Indenture; and (xiii) The Depositor and the Seller hereby direct the Trustee to appoint JPMorgan Chase Bank, National Association and The Bank of New York Trust Company, N.A. to act as initial custodians pursuant to the related Custodial Agreement and each further agree that the Trustee shall have no liability for any loss resulting from the investment act or omission of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05a Custodian. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series)Certificates, or the production thereof at the trial or other Proceeding proceeding relating thereto, and any such Proceeding suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement. (c) Notwithstanding anything in this Agreement to the contrary, in no event shall the Trustee be liable to any Person for any act or omission of the Servicer, the Trust Oversight Manager or a Custodian.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01:stee (i) the The Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and 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 Opinion of Counsel; (iii) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered taken or omitted 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 Trust Agreement; (viv) Prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by the Holders of the Required Percentage--Direction of Trustee Certificates evidencing Percentage Interests aggregating not less than 25% of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementREMIC II Trust Fund; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security security, if any, afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action;proceeding; 110 (viv) the The Trustee may execute the trust or any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and shall not be liable for any misconduct or negligence of any such agents or attorneys selected with due care by itattorneys; and (viivi) the The Trustee shall not be personally liable for deemed to have knowledge or notice of any loss resulting from the investment matter, including without limitation an Event of funds held in any Certificate Account Default, unless actually known by a Responsible Officer, or Reserve Account in accordance with Section 3.05. (b) All rights of action under unless written notice thereof referencing this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof is received at the trial or other Proceeding relating thereto, and any such Proceeding instituted by Corporate Trust Office at the Trustee shall be brought address set forth in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust AgreementSection 10.06.

Certain Matters Affecting the Trustee. (a) Except as ------------------------------------- otherwise provided in this Article VIISection 6.01: (i) the The Trustee may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and any advice of its counsel or 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) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered or omitted 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 Trust Agreement; (viv) Unless an Event of Default shall have occurred and be continuing, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine(provided the same appears regular on its face), unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series at least a majority in Class Certificate Principal Amount (or Aggregate Notional Amount) of each Class or Classes within any such Series), as specified by the applicable Supplementof Certificates; provided, however, that that, if the -------- ------- payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability or payment of such estimated expenses as a condition to taking any proceeding. The reasonable expense thereof shall be paid by the Holders requesting such action;investigation; and (viv) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and shall not be liable for any misconduct or negligence of any such attorneys, which agents or attorneys selected with due care shall have any or all of the rights, powers, duties and obligations of the Trustee conferred on them by it; and (vii) such appointment provided that the Trustee shall not continue to be personally liable responsible for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05its duties and obligations hereunder. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.1 above: (ia) the Trustee may request and conclusively rely upon on and shall be protected in acting on, or in refraining from acting upon in accordance with, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Master Trust Agreement by the proper party or parties; (iib) the Trustee may consult with counsel reasonably selected by the Trustee, and any advice or Opinion of Counsel shall be full and complete authorization and protection in 84 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; (iiic) the Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Master Trust Agreement or any Enhancement, 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 Master Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; (ivd) the Trustee shall not 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 Master Trust Agreement; (ve) the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by Holders of (i) any Enhancement Provider or (ii) the Cumulative Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Investor Certificateholders, Cumulative Required Investor Certificateholders (Super Majority), Series Required Investor Certificateholders or Series Required Investor Certificateholders (or Class or Classes within any such SeriesSuper Majority), as specified by the applicable Supplementapplicable; providedPROVIDED, howeverHOWEVER, that if the payment within a reasonable time to Enhancement Provider shall reimburse the Trustee of the costs, for any reasonable out-of-pocket expenses or liabilities likely to be incurred by it in the making of resulting from any such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee requested by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such actionit; (vif) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, nominees, custodians or attorneys or a custodian attorneys, and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, nominee, custodian or attorneys selected attorney appointed with due care by it; andit hereunder; (viig) except as may be required by SECTION 8.1(a) above, the Trustee shall not be required to make any initial or periodic examination of any documents or records related to the Purchased Receivables for the purpose of establishing the presence or absence of defects, the compliance by any Seller or the Servicer with its respective representations and warranties or for any other purpose; (h) the Trustee shall not be personally deemed to have notice of any Rapid Amortization Event or Unmatured Rapid Amortization Event unless a Responsible Trustee Officer has actual knowledge thereof or unless written notice of any such event which is in fact such an event is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Certificates and this Master Trust Agreement; (i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder on behalf of the Trustee and who is acting in accordance herewith. 85 (j) the Trustee may request that the Sellers and the Servicer deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Master Trust Agreement, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; (k) beyond the exercise of reasonable care in the custody thereof and except as provided for in this Master Trust Agreement and any Supplement, the Trustee shall have no duty as to any Purchased Receivables or any Trust Assets in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Trustee shall not be liable or responsible for any loss resulting from or diminution in the investment value of funds held any Trust Assets, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee reasonably selected by the Trustee in any Certificate Account or Reserve Account in accordance with Section 3.05.good faith; and (bl) All rights of action under this Trust Agreement the Trustee shall not be responsible for the existence, genuineness or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession value of any of the Certificates Purchased Receivables or other Trust Assets or for the validity, perfection, priority or enforceability of any Series (lien or Class within security interest in any of the Trust Assets, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such Series)action or omission constitutes gross negligence, bad faith or wilful misconduct on the production thereof at part of the trial or other Proceeding relating theretoTrustee, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit validity or sufficiency of all the Holders Trust Assets or any agreement or assignment contained therein, for the validity of such Certificates, subject the title of the Sellers to the provisions Trust Assets, for the registration of the Trust Assets with any governmental authority, for insuring the Trust Assets or for the payment of taxes, charges, assessments or liens upon the Trust Assets or otherwise as to the maintenance of the Trust Assets, provided, however, that nothing in this SECTION 8.2(l) shall modify, reduce or have any effect on the Trustee's express obligations contained in this Master Trust AgreementAgreement or any Supplement.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the Trustee may request and rely upon upon, and shall be protected in acting or refraining from acting upon upon, any resolution, Officer's ’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel and any advice or 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) the Trustee shall not be under no any obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement 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, Certificateholders pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) the Trustee shall not 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 Trust Agreement; (v) prior to the occurrence of a Servicer Event of Termination and after the curing of all Servicer Events of Termination which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocuments, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementMajority Certificateholder; provided, however, that if the payment within a reasonable time to the 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 Trustee, Trustee not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to taking such proceeding. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Trustee shall be reimbursed by the Servicer upon demand. Nothing in this clause (v) shall derogate from the obligation of the Servicer to observe any such actionapplicable law prohibiting disclosure of information regarding the Mortgagors; (vi) the Trustee shall not be accountable, shall not have any liability and shall not make any representation as to any acts or omissions hereunder of the Servicer until such time as the Trustee may be required to act as Servicer pursuant to Section 7.02; (vii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and the Trustee shall not be liable responsible for any misconduct or negligence on the part of the Custodian or any such agents agent, attorney or attorneys selected custodian appointed by it with due care by itcare; and (viiviii) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders performance of such Certificates, subject to the provisions of this Trust Agreementact.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VII: (i) the Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel and 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 Opinion of Counsel; (iii) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the Trustee shall not 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 Trust Agreement; (v) the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable Series Supplement; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action; (vi) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and shall not be liable for any misconduct or negligence of any such agents or attorneys selected with due care by itcustodian; and (vii) the Trustee shall not be personally liable for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with at the direction of the Depositor pursuant to Section 3.05. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the Trustee may request and rely upon upon, and shall be protected in acting or refraining from acting upon upon, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel and any advice or 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) the Trustee shall not be under no any obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement 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, Certificateholders pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) the Trustee shall not 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 Trust Agreement; (v) prior to the occurrence of a Servicer Event of Termination and after the curing of all Servicer Events of Termination which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocuments, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementMajority Certificateholder; provided, however, that if the payment within a reasonable time to the 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 Trustee, Trustee not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to taking such proceeding. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Trustee shall be reimbursed by the Servicer upon demand. Nothing in this clause (v) shall derogate from the obligation of the Servicer to observe any such actionapplicable law prohibiting disclosure of information regarding the Mortgagors; (vi) the Trustee shall not be accountable, shall have any liability or make any representation as to any acts or omissions hereunder of the Servicer until such time as the Trustee may be required to act as Servicer pursuant to Section 7.02; 123 (vii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, attorney or attorneys selected custodian appointed by it with due care by itcare; and (viiviii) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders performance of such Certificates, subject to the provisions of this Trust Agreementact.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the Trustee may request and rely upon upon, and shall be protected in acting or refraining from acting upon upon, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel and any advice or 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) the Trustee shall not be under no any obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement 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, Certificateholders pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) the Trustee shall not 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 Trust Agreement; (v) prior to the occurrence of a Servicer Event of Termination and after the curing of all Servicer Events of Termination which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocuments, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementMajority Certificateholder; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to taking such proceeding. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Trustee, shall be reimbursed by the Servicer upon demand. Nothing in this clause (v) shall derogate from the obligation of the Servicer to observe any such actionapplicable law prohibiting disclosure of information regarding the Mortgagors; (vi) the Trustee shall not be accountable, shall have any liability or make any representation as to any acts or omissions hereunder of the Servicer until such time as the Trustee may be required to act as Servicer pursuant to Section 7.02; (vii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, attorney or attorneys selected custodian appointed by it with due care by itcare; and (viiviii) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders performance of such Certificates, subject to the provisions of this Trust Agreementact.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 9.1: (i) the Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Officers' Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel and 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 Opinion opinion of Counselcounsel; (iii) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any by litigation hereunder or in relation hereto, hereto at the request, order or direction of the Certificate Insurer or any of the Certificateholders, pursuant to the provisions of this Trust Agreement, unless such Certificateholders or the Certificate Insurer, as applicable, shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the Trustee shall not 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 Trust Agreement; (v) prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by the Certificate Insurer or Holders of the Required Percentage--Direction any Class of Trustee Class A Certificates evidencing Percentage Interests aggregating not less than 25% of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable Supplementclass; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the 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 by the Master Servicer or, if paid by the Trustee, shall be repaid by the Master Servicer upon demand from the Master Servicer's own funds; (vi) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act; (vii) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust created hereby or the powers granted hereunder; and (viii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and shall not be liable for any misconduct or negligence of any such agents or attorneys selected with due care by it; and (vii) the Trustee shall not be personally liable for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05attorneys. (b) All rights of action under this Trust Agreement or under any of Following the CertificatesStartup Date, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for not knowingly accept any contribution of assets to the benefit Trust Fund, unless the Trustee shall have received an Opinion of all Counsel (at the Holders expense of the Master Servicer) to the effect that the inclusion of such Certificates, assets in the Trust Fund will not cause the 1999-1 REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or subject the 1999-1 REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. The Trustee agrees to indemnify the Trust Fund and the Master Servicer for any taxes and costs, including any attorney's fees, imposed or incurred by the Trust Fund or the Master Servicer as a result of the breach of the Trustee's covenants set forth within this Trust Agreementsubsection (b).

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the Trustee may request and rely upon upon, and shall be protected in acting or refraining from acting upon upon, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel and any advice or 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) the Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement 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, Certificateholders pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) the Trustee shall not 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 Trust Agreement; (v) prior to the occurrence of a Master Servicer Event of Termination and after the curing of all Master Servicer Events of Termination which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocuments, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series)Majority Certificateholder; PROVIDED, as specified by the applicable Supplement; provided, howeverHOWEVER, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to taking such proceeding. The reasonable expense of every such examination shall be paid by the Master Servicer or, if paid by the Trustee, shall be reimbursed by the Master Servicer upon demand. Nothing in this clause (v) shall derogate from the obligation of the Master Servicer to observe any such actionapplicable law prohibiting disclosure of information regarding the Mortgagors; (vi) the Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer until such time as the Trustee may be required to act as Master Servicer pursuant to Section 7.02; (vii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent, attorney or attorneys selected custodian appointed by the Trustee with due care by itcare; and (viiviii) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders performance of such Certificates, subject to the provisions of this Trust Agreementact.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the Trustee may request and rely upon upon, and shall be protected in acting or refraining from acting upon upon, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel and any advice or 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) the Trustee shall not be under no any obligation to exercise any of the trusts rights or powers vested in it by this Trust Agreement 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, Certificateholders pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) the Trustee shall not 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 Trust Agreement; (v) prior to the occurrence of a Servicer Event of Termination and after the curing of all Servicer Events of Termination which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocuments, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementMajority Certificateholder; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to taking such proceeding. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Trustee, shall be reimbursed by the Servicer upon demand. Nothing in this clause (v) shall derogate from the obligation of the Servicer to observe any such actionapplicable law prohibiting disclosure of information regarding the Mortgagors; (vi) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and shall not be liable for accountable, shall have any misconduct liability or negligence make any representation as to any acts or omissions hereunder of any the Servicer until such agents or attorneys selected with due care by it; and (vii) time as the Trustee shall not be personally liable for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject required to the provisions of this Trust Agreement.act as Servicer pursuant to Section 7.02;

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 6.01: (i) the The Trustee may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors auditors, Opinion of Counsel or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and any advice of its counsel or 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) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered or omitted 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 Trust Agreement; (viv) Unless an Event of Default shall have occurred and be continuing, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine(provided the same appears regular on its face), unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series at least a majority in Class Principal Amount (or Class or Classes within any such Series), as specified by the applicable SupplementNotional Amount) of each Class of Certificates; provided, however, that that, if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability or payment of such estimated expenses as a condition to taking any proceeding. The reasonable expense thereof shall be paid by the Holders requesting such actioninvestigation; (viv) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, custodians, or attorneys, which agents, custodians or attorneys or a custodian shall have any and all of the rights, powers, duties and obligations of the Trustee conferred on it by such appointment provided that the Trustee shall continue to be responsible for its duties and obligations hereunder to the extent provided herein, and provided further that the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent or attorneys selected attorney appointed with due care by it; andthe Trustee; (vi) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, in each case 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 Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (vii) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance with Section 3.05.such act; and (bviii) All rights of action under this Trust Agreement The Trustee shall not be required to give any bond or under any surety in respect of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any execution of the Certificates of any Series (or Class within such Series), Trust Fund created hereby or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreementpowers granted hereunder.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIIAgreement: (ia) the Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificateofficer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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. In particular, but without limitation, whenever in this Agreement it is provided that the Trustee shall receive or may rely on the instructions or directions of the UTI Beneficiary or a holder of a SUBI, the Trustee may deem such instructions or directions to have been signed or presented by the proper party if such instructions or directions (i) are in writing, (ii) purport to bear the signature of any officer of the UTI Beneficiary or a holder of a SUBI, and (iii) are reasonably believed by the Trustee to be genuine; (iib) the Trustee may consult with counsel counsel, and any Opinion opinion of Counsel counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under this Agreement in good faith and in accordance with such Opinion opinion of Counselcounsel; (iiic) the Trustee shall be under no obligation to exercise any of the trusts discretionary rights or powers vested in it by this Trust Agreement Agreement, or to institute, conduct or defend any litigation hereunder under this Agreement or in relation heretoto this Agreement, at the request, order or direction of any of (i) so long as the Certificateholders, pursuant request relates to the provisions UTI Portfolio or UTI Assets, the UTI Beneficiary or (ii) so long as the request relates to a SUBI or SUBI Assets, the holder of this Trust Agreementsuch SUBI, unless such Certificateholders requesting Person(s) shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which that may be incurred therein or thereby; (iv) the Trustee shall not 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 Trust Agreement; (vd) the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by Holders (i) in the case of the Required Percentage--Direction UTI and UTI Assets, the UTI Beneficiary, or (ii) in the case of Trustee a SUBI or SUBI Assets, the holder of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable Supplementthat SUBI; provided, however, that that, in each case, if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to taking any so proceeding; the reasonable expense of every such action;examination shall be paid by the Person(s) requesting such examination or, if paid by the Trustee, shall be reimbursed as an expense of the Trust upon demand; and (vie) the Trustee may execute any of the trusts or powers hereunder under this Agreement or perform any duties hereunder under this Agreement either directly or by or through agents or attorneys or a custodian one or more custodians and the Trustee shall not be liable for the acts or omissions of any misconduct agent or negligence attorney selected by the Trustee in good faith with reasonable care. The Trustee may delegate its duties and responsibilities hereunder to a sub-trustee and may from time to time enter into one or more agency agreements (each a “Trust Agency Agreement”) with such Person or Persons, including, without limitation, any Affiliate of the Trustee (each a “Trust Agent”), as are by experience and expertise qualified to act in a trustee capacity and otherwise acceptable to the UTI Beneficiary and any holder of a SUBI. The Trustee shall provide seven (7) days prior written notice to the UTI Beneficiary of any such agents or attorneys selected with due care by it; and (vii) Trust Agency Agreement, and shall promptly provide a copy of such Trust Agency Agreement to the UTI Beneficiary. Notwithstanding the foregoing, the Trustee shall replace any Trust Agent if (i) in the good faith judgment of the UTI Beneficiary, the compensation or level of service of such Trust Agent shall no longer be reasonably competitive with those of any alternative agent reasonably proposed by the UTI Beneficiary or (ii) if the Trust Agent has materially breached its obligations under the Trust Agency Agreement, the UTI Beneficiary has given written notice to the Trustee and the Trust Agent that the Trust Agent has breached its obligations under the Trust Agency Agreement with respect to the UTI or UTI Assets or any holder of a SUBI has given written notice to the Trustee and the Trust Agent that the Trust Agent has breached its obligations under the Trust Agency Agreement with respect to that SUBI or the related SUBI Assets, and, in each case, the Trust Agent has not cured such breach in all material respects within fifteen (15) Business Days thereafter (for purposes of this Agreement, “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banking institutions in New York, Illinois, Delaware, or the city and state in which the principal corporate trust office of any other trustee is located, are authorized or obligated by law, regulation or executive order to be personally liable for closed). Such Trust Agency Agreement shall specify the duties, powers, liabilities, obligations and compensation of such Trust Agent(s) to carry out on behalf of the Trustee any loss resulting from or all of its obligations as trustee of the investment of funds held Trust arising under this Agreement or otherwise and shall contain a non-petition covenant substantially identical to that set forth in Section 6.9; provided, however, that nothing contained in any Certificate Account Trust Agency Agreement shall excuse, limit or Reserve Account in accordance with Section 3.05. (b) All rights otherwise affect any power, duty, obligation, liability or compensation otherwise applicable to the Trustee hereunder. The Trust shall pay such amount to the Trust Agent as reasonable compensation for its services and shall provide such reimbursement of action under this Trust Agreement or under any of the Certificates, enforceable expenses as are separately agreed by the Trustee, may be enforced by it without the possession of any of UTI Beneficiary and the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust AgreementAgent.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the The Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisalapproval, 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; (ii) the The Trustee may consult with counsel and 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 Opinion of Counsel; (iii) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this 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, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not be personally liable for any action taken, suffered taken or omitted 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 Trust Agreement; (viv) Prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by the Holders of the Required Percentage--Direction of Trustee Certificates evidencing Percentage Interests aggregating not less than 25% of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementREMIC III Trust Fund; provided, however, that if the payment within a reasonable time to the 123 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 Trustee, not reasonably assured to the Trustee by the security security, if any, afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such actionproceeding; (viv) the The Trustee may execute the trust or any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and attorneys; (vi) The Trustee shall not be deemed to have knowledge or notice of any matter, including without limitation an Event of Default, unless actually known by a Responsible Officer, or unless written notice thereof referencing this Agreement or the Certificates is received at the Corporate Trust Office at the address set forth in Section 10.06; (vii) In no event shall the Trustee be held liable for acts or omissions of the Master Servicer (excepting the Trustee's own actions as Master Servicer). No provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any misconduct or negligence financial liability in the performance of any of its duties hereunder (except for the giving of required notices), or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing the repayment of such agents funds or attorneys selected with due care by adequate indemnity against such risk or liability is not reasonably assured to it; and (viiviii) When the Trustee shall not be personally liable for is acting as Master Servicer pursuant to Section 7.02, and to the extent permitted under applicable law, the Trustee is hereby authorized, in making or disposing of any loss resulting from the investment permitted hereunder, to deal with itself (in its individual capacity) or with any one or more of funds held in any Certificate Account its affiliates, whether it or Reserve Account in accordance with Section 3.05. (b) All rights of action under this Trust Agreement or under any its affiliate is acting as an agent of the Certificates, enforceable by the Trustee, may be enforced by it without the possession Trustee or of any of the Certificates of any Series (third person or Class within such Series), or the production thereof at the trial or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in dealing as principal for its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreementown account.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 8.01: (i) the The Trustee may request and conclusively rely upon upon, and shall be fully protected in acting or refraining from acting upon upon, any resolution, Officer's Officers’ Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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 Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe; (ii) the The Trustee may consult with counsel of its selection and any advice of such 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) the The Trustee shall not be under no any obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the The Trustee shall not 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 Trust Agreement; (v) the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing to do so by the Holders of the Required Percentage--Direction of Trustee Certificates entitled to at least 25% of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementRights; provided, however, that if the payment within a reasonable time to the 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 Trustee, Trustee not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreementsuch Certificateholders, the Trustee may require reasonable indemnity satisfactory to it against such expense expense, or liability from such Certificateholders as a condition to taking any such action; (vi) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or agents, nominees, attorneys or a custodian, and shall not be responsible for any misconduct or negligence on the part of any agent, nominee, attorney or custodian and appointed by the Trustee in good faith; and (vii) The Trustee shall not be liable for any misconduct loss on any investment of (or negligence failure of investment of) funds pursuant to this Agreement (other than as issuer of the investment security); (viii) The Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such agents a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Certificates and this Agreement. The Trustee shall not have any responsibility or attorneys selected with due care liability for any action or failure to act by it; andthe Custodian, Securities Administrator or Servicer nor shall the Trustee be obligated to supervise or monitor the performance of the Servicer, the Securities Administrator or the Custodian hereunder or otherwise; (viiix) The rights, privileges, protections, immunities and benefits given to the 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) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be personally liable answerable for any loss resulting from other than its negligence or willful misconduct in the investment performance of funds held in any Certificate Account or Reserve Account in accordance such act; and (xi) The Depositor and the Seller hereby approve of the appointment of X.X. Xxxxxx Trust Company, N.A. (“XX Xxxxxx Trust Company”) to act as initial custodian pursuant to the Custodial Agreement and each further agree that the Trustee appointed XX Xxxxxx Trust Company to act as custodian with Section 3.05due care. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series)Certificates, or the production thereof at the trial or other Proceeding proceeding relating thereto, and any such Proceeding suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement. (c) Notwithstanding anything in this Agreement to the contrary, in no event shall the Trustee be liable to any Person for any act or omission of the Servicer, the Securities Administrator or the Custodian.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 9.01: (ia) the The Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (iib) the The Trustee may consult with counsel, and any written advice of its counsel and 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; (iiic) the The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, hereto at the request, order or direction of any of the Certificateholders, Certificateholders or either LOC Provider pursuant to the provisions of this Trust Agreement, unless such Certificateholders or the applicable LOC Provider shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (ivd) the The Trustee shall not be liable 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 Trust Agreement; (ve) Prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default which may have occurred, the Trustee shall not be bound to make any investigation into the computations, facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, any Monthly Report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing so to do so by the Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementCertificates evidencing Fractional Interests aggregating not less than 25%; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such actionproceeding. The reasonable expense of every such examination shall be paid by the Servicer, if an Event of Default shall have occurred and is continuing, and otherwise by the Certificateholders requesting the investigation; (vif) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys attorneys; provided, however, that any Affiliate of the Contract Seller may only -------- ------- perform ministerial or a custodian and shall not be liable custodial duties hereunder as agent for any misconduct or negligence of any such agents or attorneys selected with due care by itthe Trustee; and (viig) the The Trustee shall not be personally liable for examine any loss resulting directions, notices or other communications received from the investment of funds held in Servicer, the Contract Seller, the LOC Providers or any Certificate Account Certificateholder (or Reserve Account agent thereof) to determine if such directions, notices or other communications appear on their face to have been made and to otherwise be in accordance with the requirements of this Agreement. As long as the Trustee has acted in good faith and has not been negligent in making determinations required by this Section 3.05. (b) All rights of action under this Trust Agreement 9.02(g), the Trustee may conclusively rely on such directions, notices or under any other communications and shall incur no liability hereunder for complying with, or assuming the truth of the Certificatesstatements contained in, enforceable by the Trusteeany such direction, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial notice or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreementcommunication.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 9.01: (ia) the The Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (iib) the The Trustee may consult with counsel, and any written advice of its counsel and 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; (iiic) the The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, hereto at the request, order or direction of any of the Certificateholders, Certificateholders or the Insurer pursuant to the provisions of this Trust Agreement, unless such Certificateholders or the Insurer shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (ivd) the The Trustee shall not be liable 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 Trust Agreement; (ve) Prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default which may have occurred, the Trustee shall not be bound to make any investigation into the computations, facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, any Monthly Report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing so to do so by the Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementCertificates evidencing Fractional Interests aggregating not less than 25%; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such actionproceeding. The reasonable expense of every such examination shall be paid by the Servicer, if an Event of Default shall have occurred and is continuing, and otherwise by the Certificateholders requesting the investigation; (vif) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys attorneys; provided, however, that any Affiliate of the Contract Seller may only perform ministerial or a custodian and shall not be liable custodial duties hereunder as agent for any misconduct or negligence of any such agents or attorneys selected with due care by itthe Trustee; and (viig) the The Trustee shall not be personally liable for examine any loss resulting directions, notices or other communications received from the investment of funds held in Servicer, the Contract Seller, the Insurer or any Certificate Account Certificateholder (or Reserve Account agent thereof) to determine if such directions, notices or other communications appear on their face to have been made and to otherwise be in accordance with the requirements of this Agreement. As long as the Trustee has acted in good faith and has not been negligent in making determinations required by this Section 3.05. (b) All rights of action under this Trust Agreement 9.02(g), the Trustee may conclusively rely on such directions, notices or under any other communications and shall incur no liability hereunder for complying with, or assuming the truth of the Certificatesstatements contained in, enforceable by the Trusteeany such direction, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production thereof at the trial notice or other Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreementcommunication.

Certain Matters Affecting the Trustee. (a) Except as otherwise provided in this Article VIISection 6.01: (i) the Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's ’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, 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; (ii) the Trustee may consult with counsel counsel, financial advisors or accountants and any advice of such Persons 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) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, hereto at the request, order or direction of any of the Certificateholders, Certificateholders pursuant to the provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) the Trustee shall not 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 Trust Agreement; (v) the Trustee shall not be bound to make any investigation into the facts of or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuinedocument, unless requested in writing so to do so by Holders of the Required Percentage--Direction of Trustee Certificates evidencing greater than 50% of the aggregate Voting Rights allocated to each Class of the affected Series (or Class or Classes within any such Series), as specified by the applicable SupplementCertificates; provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action; the reasonable expense of every such investigation shall be paid by the Certificateholders requesting the investigation; (vi) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and the Trustee shall not be liable responsible for any misconduct or negligence on the part of any such agents agent or attorneys selected attorney appointed with due care by it; andcare; (vii) the Trustee shall not be personally required to expend its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such liability is not assured to it; (viii) the Trustee shall not be liable for any loss resulting from the on any investment of funds held pursuant to this Agreement; and (ix) the right of the Trustee to perform any discretionary act enumerated in any Certificate Account this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or Reserve Account willful misconduct in accordance with Section 3.05the performance of such act. (b) All rights of action under this Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series)Certificates, or the production thereof at the trial or other Proceeding proceeding relating thereto, and any such Proceeding suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Trust Agreement.