Common use of CONCERNING THE TRUSTEE AND SUPPLEMENTAL INTEREST TRUST TRUSTEE Clause in Contracts

CONCERNING THE TRUSTEE AND SUPPLEMENTAL INTEREST TRUST TRUSTEE. Section 8.01. Duties of the Trustee and Supplemental Interest Trust Trustee. (a) The Trustee and Supplemental Interest Trust Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred (which has not been cured or waived), the Trustee and Supplemental Interest Trust Trustee shall exercise such of the rights and powers vested in each by this Agreement, and use the same degree of care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs. (b) The Trustee or Supplemental Interest Trust Trustee, as applicable, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee or Supplemental Interest Trust Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Trustee or Supplemental Interest Trust Trustee, as applicable, shall notify the Certificateholders of any such documents which do not materially conform to the requirements of this Agreement in the event that the Trustee or Supplemental Interest Trust Trustee, as applicable, after so requesting, does not receive satisfactorily corrected documents. 01. The Trustee and Supplemental Interest Trust Trustee shall furnish in a timely fashion to the Master Servicer such information as the Master Servicer may reasonably request from time to time for the Master Servicer to fulfill its duties as set forth in this Agreement. The Trustee and Supplemental Interest Trust Trustee covenant and agree that each shall perform its respective obligations hereunder in a manner so as to maintain the status of any portion of any REMIC formed under the Series Supplement as a REMIC under the REMIC Provisions and (subject to Section 10.01(f)) to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on the Trust Fund or Supplemental Interest Trust to the extent that maintaining such status and avoiding such taxes are reasonably within the control of the Trustee or Supplemental Interest Trust Trustee and are reasonably within the scope of their respective duties under this Agreement. (c) No provision of this Agreement shall be construed to relieve the Trustee or Supplemental Trust Trustee, as applicable, from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) Prior to the occurrence of an Event of Default, and after the curing or waiver of all such Events of Default which may have occurred, the duties and obligations of the Trustee and Supplemental Interest Trust Trustee, as applicable, shall be determined solely by the express provisions of this Agreement, the Trustee or Supplemental Interest Trust Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or Supplemental Interest Trust Trustee, and, in the absence of bad faith on the part of the Trustee or Supplemental Interest Trust Trustee, the Trustee or Supplemental Interest Trust Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or Supplemental Interest Trust Trustee, as applicable, by the Company or the Master Servicer and which on their face, do not contradict the requirements of this Agreement; (ii) The Trustee or Supplemental Interest Trust Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or Supplemental Interest Trust Trustee, as applicable, unless it shall be proved that the Trustee or Supplemental Interest Trust Trustee, as applicable, was negligent in ascertaining the pertinent facts; (iii) The Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Certificateholders of any Class holding Certificates which evidence, as to such Class, Percentage Interests aggregating not less than 25% as to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement; (iv) The Trustee shall not be charged with knowledge of any default (other than a default in payment to the Trustee) specified in clauses (i) and (ii) of Section 7.01 or an Event of Default under clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible Officer of the Trustee assigned to and working in the Corporate Trust Office obtains actual knowledge of such failure or event or the Trustee receives written notice of such failure or event at its Corporate Trust Office from the Master Servicer, the Company or any Certificateholder; and (v) Except to the extent provided in Section 7.02, no provision in this Agreement shall require the Trustee or Supplemental Interest Trust Trustee, as applicable, to expend or risk its own funds (including, without limitation, the making of any Advance) or otherwise incur any personal financial liability in the performance of any of its duties as Trustee or Supplemental Interest Trust Trustee, as applicable, hereunder, or in the exercise of any of its rights or powers, if the Trustee or Supplemental Interest Trust Trustee, as applicable, shall have reasonable grounds for believing that repayment of funds or adequate indemnity against such risk or liability is not reasonably assured to it. (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 Fund 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.

CONCERNING THE TRUSTEE AND SUPPLEMENTAL INTEREST TRUST TRUSTEE. Section 8.01. Duties of the Trustee and Supplemental Interest Trust Trustee. (a) The Trustee and Supplemental Interest Trust Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred (which has not been cured or waived), the Trustee and Supplemental Interest Trust Trustee shall exercise such of the rights and powers vested in each by this Agreement, and use the same degree of care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs. (b) The Trustee or Supplemental Interest Trust Trustee, as applicable, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee or Supplemental Interest Trust Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Trustee or Supplemental Interest Trust Trustee, as applicable, shall notify the Certificateholders of any such documents which do not materially conform to the requirements of this Agreement in the event that the Trustee or Supplemental Interest Trust Trustee, as applicable, after so requesting, does not receive satisfactorily corrected documents. 01. The Trustee and Supplemental Interest Trust Trustee shall furnish in a timely fashion to the Master Servicer such information as the Master Servicer may reasonably request from time to time for the Master Servicer to fulfill its duties as set forth in this Agreement. The Trustee and Supplemental Interest Trust Trustee covenant and agree that each shall perform its respective obligations hereunder in a manner so as to maintain the status of any portion of any REMIC formed under the Series Supplement as a REMIC under the REMIC Provisions and (subject to Section 10.01(f)) to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on the Trust Fund or Supplemental Interest Trust to the extent that maintaining such status and avoiding such taxes are reasonably within the control of the Trustee or Supplemental Interest Trust Trustee and are reasonably within the scope of their respective duties under this Agreement. (c) No provision of this Agreement shall be construed to relieve the Trustee or Supplemental Trust Trustee, as applicable, from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) Prior to the occurrence of an Event of Default, and after the curing or waiver of all such Events of Default which may have occurred, the duties and obligations of the Trustee and Supplemental Interest Trust Trustee, as applicable, shall be determined solely by the express provisions of this Agreement, the Trustee or Supplemental Interest Trust Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or Supplemental Interest Trust Trustee, and, in the absence of bad faith on the part of the Trustee or Supplemental Interest Trust Trustee, the Trustee or Supplemental Interest Trust Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or Supplemental Interest Trust Trustee, as applicable, by the Company or the Master Servicer and which on their face, do not contradict the requirements of this Agreement; (ii) The Trustee or Supplemental Interest Trust Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or Supplemental Interest Trust Trustee, as applicable, unless it shall be proved that the Trustee or Supplemental Interest Trust Trustee, as applicable, was negligent in ascertaining the pertinent facts; (iii) The Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Certificateholders of any Class holding Certificates which evidence, as to such Class, Percentage Interests aggregating not less than 25% as to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement; (iv) The Trustee shall not be charged with knowledge of any default (other than a default in payment to the Trustee) specified in clauses (i) and (ii) of Section 7.01 or an Event of Default under clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible Officer of the Trustee assigned to and working in the Corporate Trust Office obtains actual knowledge of such failure or event or the Trustee receives written notice of such failure or event at its Corporate Trust Office from the Master Servicer, the Company or any Certificateholder; and (v) Except to the extent provided in Section 7.02, no provision in this Agreement shall require the Trustee or Supplemental Interest Trust Trustee, as applicable, to expend or risk its own funds (including, without limitation, the making of any Advance) or otherwise incur any personal financial liability in the performance of any of its duties as Trustee or Supplemental Interest Trust Trustee, as applicable, hereunder, or in the exercise of any of its rights or powers, if the Trustee or Supplemental Interest Trust Trustee, as applicable, shall have reasonable grounds for believing that repayment of funds or adequate indemnity against such risk or liability is not reasonably assured to it. (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 Fund 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.