Common use of CONCERNING THE TRUSTEE, THE CUSTODIAN AND THE CERTIFICATE ADMINISTRATOR Clause in Contracts

CONCERNING THE TRUSTEE, THE CUSTODIAN AND THE CERTIFICATE ADMINISTRATOR. Section 7.1 Duties of the Trustee, the Custodian and the Certificate Administrator. (a) The Trustee, the Custodian and the Certificate Administrator each shall undertake to perform only those duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee, the Custodian or the Certificate Administrator. Any permissive right of the Trustee, the Custodian or the Certificate Administrator provided for in this Agreement shall not be construed as a duty of the Trustee, the Custodian or the Certificate Administrator. The Trustee, the Custodian and the Certificate Administrator each shall exercise such of the rights and powers vested in it by this Agreement and following the occurrence and during the continuation of any Servicer Termination Event or Trust Advisor Termination Event hereunder, the Trustee, the Custodian and the Certificate Administrator each shall 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 such Person’s own affairs. (b) The Trustee, the Custodian or the Certificate Administrator, as applicable, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee, the Custodian or the Certificate Administrator, as the case may be, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided that the Trustee, the Custodian or the Certificate Administrator, as the case may be, shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer or any other Person to it pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement, the Trustee, the Custodian or the Certificate Administrator shall request the providing party to correct the instrument and if not so corrected, the Certificate Administrator shall inform the Certificateholders. (c) None of the Trustee, the Custodian, the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons shall have any liability to the Trust or the Certificateholders arising out of or in connection with this Agreement, except for their respective negligent failure to act or their own negligence, willful misconduct or bad faith. No provision of this Agreement shall be construed to relieve the Trustee, the Custodian, the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons from liability for their own negligent action, their own negligent failure to act or their own willful misconduct or bad faith; provided that: (i) none of the Trustee, the Custodian, the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in 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 Agreement or, to the extent not expressly inconsistent with the other terms of this Agreement, at the direction of Holders of Certificates evidencing not less than a majority of the Voting Rights of all the Certificates; (ii) no provision of this Agreement shall require the Trustee, the Custodian or the Certificate Administrator to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; (iii) except as specifically provided hereunder in connection with the performance of its specific duties, none of the Trustee, the Custodian, the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons shall be responsible for any act or omission of the Master Servicer, the Special Servicer, the Trust Advisor, the Depositor or any Seller, or for the acts or omissions of each other, including, without limitation, in connection with actions taken pursuant to this Agreement; (iv) the execution by the Trustee, the Custodian or the Certificate Administrator of any forms or plans of liquidation in connection with any REMIC Pool shall not constitute a representation by the Trustee, the Custodian or the Certificate Administrator as to the adequacy of such form or plan of liquidation; (v) none of the Trustee, the Custodian or the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Trustee, the Custodian or the Certificate Administrator, as applicable in accordance with this Agreement. In such event, all legal expense and costs of such action shall be expenses and costs of the Trust, and the Trustee, the Custodian and the Certificate Administrator shall be entitled to be reimbursed therefor from the Collection Account pursuant to Section 5.2(a)(I)(vi); and (vi) none of the Trustee, the Custodian or the Certificate Administrator shall be charged with knowledge of any failure by the Master Servicer, the Special Servicer or the Trust Advisor or by each other to comply with its obligations under this Agreement or any act, failure, or breach of any Person upon the occurrence of which the Trustee, the Custodian or the Certificate Administrator may be required to act, unless a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator, as the case may be, obtains actual knowledge of such failure.

CONCERNING THE TRUSTEE, THE CUSTODIAN AND THE CERTIFICATE ADMINISTRATOR. Section 7.1 Duties of the Trustee, the Custodian and the Certificate Administrator. (a) The Trustee, the Custodian and the Certificate Administrator each shall undertake to perform only those duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee, the Custodian or the Certificate Administrator. Any permissive right of the Trustee, the Custodian or the Certificate Administrator provided for in this Agreement shall not be construed as a duty of the Trustee, the Custodian or the Certificate Administrator. The Trustee, the Custodian and the Certificate Administrator each shall exercise such of the rights and powers vested in it by this Agreement and following the occurrence and during the continuation of any Servicer Termination Event or Trust Advisor Termination Event hereunder, the Trustee, the Custodian and the Certificate Administrator each shall 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 such Person’s own affairs. (b) The Trustee, the Custodian or the Certificate Administrator, as applicable, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee, the Custodian or the Certificate Administrator, as the case may be, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided that the Trustee, the Custodian or the Certificate Administrator, as the case may be, shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer or any other Person to it pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement, the Trustee, the Custodian or the Certificate Administrator shall request the providing party to correct the instrument and if not so corrected, the Certificate Administrator shall inform the Certificateholders. (c) None of the Trustee, the Custodian, the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons shall have any liability to the Trust or the Certificateholders arising out of or in connection with this Agreement, except for their respective negligent failure to act or their own negligence, willful misconduct or bad faith. No provision of this Agreement shall be construed to relieve the Trustee, the Custodian, the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons from liability for their own negligent action, their own negligent failure to act or their own willful misconduct or bad faith; provided that: (i) none of the Trustee, the Custodian, the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in 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 Agreement or, to the extent not expressly inconsistent with the other terms of this Agreement, at the direction of Holders of Certificates evidencing not less than a majority of the Voting Rights of all the Certificates; (ii) no provision of this Agreement shall require the Trustee, the Custodian or the Certificate Administrator to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; (iii) except as specifically provided hereunder in connection with the performance of its specific duties, none of the Trustee, the Custodian, the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons shall be responsible for any act or omission of the Master Servicer, the Special Servicer, the Trust Advisor, the Depositor or any Seller, or for the acts or omissions of each other, including, without limitation, in connection with actions taken pursuant to this Agreement; (iv) the execution by the Trustee, the Custodian or the Certificate Administrator of any forms or plans of liquidation in connection with any REMIC Pool shall not constitute a representation by the Trustee, the Custodian or the Certificate Administrator as to the adequacy of such form or plan of liquidation; (v) none of the Trustee, the Custodian or the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Trustee, the Custodian or the Certificate Administrator, as applicable in accordance with this Agreement. In such event, all legal expense and costs of such action shall be expenses and costs of the Trust, and the Trustee, the Custodian and the Certificate Administrator shall be entitled to be reimbursed therefor from the Collection Account pursuant to Section 5.2(a)(I)(vi); and (vi) none of the Trustee, the Custodian or the Certificate Administrator shall be charged with knowledge of any failure by the Master Servicer, the Special Servicer or the Trust Advisor or by each other to comply with its obligations under this Agreement or any act, failure, or breach of any Person upon the occurrence of which the Trustee, the Custodian or the Certificate Administrator may be required to act, unless a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator, as the case may be, obtains actual knowledge of such failure.

CONCERNING THE TRUSTEE, THE CUSTODIAN AND THE CERTIFICATE ADMINISTRATOR. Section 7.1 Duties of the Trustee, the Custodian and the Certificate Administrator. (a) The Trustee, the Custodian and the Certificate Administrator each shall undertake to perform only those duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee, the Custodian or the Certificate Administrator. Any permissive right of the Trustee, the Custodian or the Certificate Administrator provided for in this Agreement shall not be construed as a duty of the Trustee, the Custodian or the Certificate Administrator. The Trustee, the Custodian and the Certificate Administrator each shall exercise such of the rights and powers vested in it by this Agreement and following the occurrence and during the continuation of any Servicer Termination Event or Trust Advisor Termination Event hereunder, the Trustee, the Custodian and the Certificate Administrator each shall 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 such Person’s own affairs. (b) The Trustee, the Custodian or the Certificate Administrator, as applicable, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee, the Custodian or the Certificate Administrator, as the case may be, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided that the Trustee, the Custodian or the Certificate Administrator, as the case may be, shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer or any other Person to it pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement, the Trustee, the Custodian or the Certificate Administrator shall request the providing party to correct the instrument and if not so corrected, the Certificate Administrator shall inform the Certificateholders. (c) None of the Trustee, the Custodian, the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons shall have any liability to the Trust or the Certificateholders arising out of or in connection with this Agreement, except for their respective negligent failure to act or their own negligence, willful misconduct or bad faith. No provision of this Agreement shall be construed to relieve the Trustee, the Custodian, the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons from liability for their own negligent action, their own negligent failure to act or their own willful misconduct or bad faith; provided that: (i) none of the Trustee, the Custodian, the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in 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 Agreement or, to the extent not expressly inconsistent with the other terms of this Agreement, at the direction of Holders of Certificates evidencing not less than a majority of the Voting Rights of all the Certificates; (ii) no provision of this Agreement shall require the Trustee, the Custodian or the Certificate Administrator to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; (iii) except as specifically provided hereunder in connection with the performance of its specific duties, none of the Trustee, the Custodian, the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons shall be responsible for any act or omission of the Master Servicer, the Special Servicer, the Trust Advisor, the Depositor or any Seller, or for the acts or omissions of each other, including, without limitation, in connection with actions taken pursuant to this Agreement; (iv) the execution by the Trustee, the Custodian or the Certificate Administrator of any forms or plans of liquidation in connection with any REMIC Pool shall not constitute a representation by the Trustee, the Custodian or the Certificate Administrator as to the adequacy of such form or plan of liquidation; (v) none of the Trustee, the Custodian or the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Trustee, the Custodian or the Certificate Administrator, as applicable in accordance with this Agreement. In such event, all legal expense and costs of such action shall be expenses and costs of the Trust, and the Trustee, the Custodian and the Certificate Administrator shall be entitled to be reimbursed therefor from the Collection Account pursuant to Section 5.2(a)(I)(vi5.2(a)(vi); and (vi) none of the Trustee, the Custodian or the Certificate Administrator shall be charged with knowledge of any failure by the Master Servicer, the Special Servicer or the Trust Advisor or by each other to comply with its obligations under this Agreement or any act, failure, or breach of any Person upon the occurrence of which the Trustee, the Custodian or the Certificate Administrator may be required to act, unless a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator, as the case may be, obtains actual knowledge of such failure.

CONCERNING THE TRUSTEE, THE CUSTODIAN AND THE CERTIFICATE ADMINISTRATOR. Section 7.1 Duties of the Trustee, the Custodian and the Certificate Administrator. (a) The Trustee, the Custodian and the Certificate Administrator each shall undertake to perform only those duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee, the Custodian or the Certificate Administrator. Any permissive right of the Trustee, the Custodian or the Certificate Administrator provided for in this Agreement shall not be construed as a duty of the Trustee, the Custodian or the Certificate Administrator. The Trustee, the Custodian and the Certificate Administrator each shall exercise such of the rights and powers vested in it by this Agreement and following the occurrence and during the continuation of any Servicer Termination Event or Trust Advisor Termination Event hereunder, the Trustee, the Custodian and the Certificate Administrator each shall 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 such Person’s own affairs. (b) The Trustee, the Custodian or the Certificate Administrator, as applicable, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee, the Custodian or the Certificate Administrator, as the case may be, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided that the Trustee, the Custodian or the Certificate Administrator, as the case may be, shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer or any other Person to it pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement, the Trustee, the Custodian or the Certificate Administrator shall request the providing party to correct the instrument and if not so corrected, the Certificate Administrator shall inform the Certificateholders. (c) None of the Trustee, the Custodian, the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons shall have any liability to the Trust or the Certificateholders arising out of or in connection with this Agreement, except for their respective negligent failure to act or their own negligence, willful misconduct or bad faith. No provision of this Agreement shall be construed to relieve the Trustee, the Custodian, the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons from liability for their own negligent action, their own negligent failure to act or their own willful misconduct or bad faith; provided that: (i) none of the Trustee, the Custodian, the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in 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 Agreement or, to the extent not expressly inconsistent with the other terms of this Agreement, at the direction of Holders of Certificates evidencing not less than a majority of the Voting Rights of all the Certificates; (ii) no provision of this Agreement shall require the Trustee, the Custodian or the Certificate Administrator to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; (iii) except as specifically provided hereunder in connection with the performance of its specific duties, none of the Trustee, the Custodian, the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons shall be responsible for any act or omission of the Master Servicer, the Special Servicer, the Trust Advisor, the Depositor or any Seller, or for the acts or omissions of each other, including, without limitation, in connection with actions taken pursuant to this Agreement; (iv) the execution by the Trustee, the Custodian or the Certificate Administrator of any forms or plans of liquidation in connection with any REMIC Pool shall not constitute a representation by the Trustee, the Custodian or the Certificate Administrator as to the adequacy of such form or plan of liquidation; (v) none of the Trustee, the Custodian or the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental unless such action relates to its duties as Trustee, the Custodian under this Agreement and which in its opinion does not expose it to any expense or the Certificate Administrator, as applicable in accordance with this Agreementliability for which reimbursement is not reasonably assured. In such event, all legal expense and costs of such action shall be expenses and costs of the Trust, and the Trustee, the Custodian and the Certificate Administrator shall be entitled to be reimbursed therefor from the Collection Account pursuant to Section 5.2(a)(I)(vi); and (vi) none of the Trustee, the Custodian or the Certificate Administrator shall be charged with knowledge of any failure by the Master Servicer, the Special Servicer or the Trust Advisor or by each other to comply with its obligations under this Agreement or any act, failure, or breach of any Person upon the occurrence of which the Trustee, the Custodian or the Certificate Administrator may be required to act, unless a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator, as the case may be, obtains actual knowledge of such failure.