Common use of Duties of Certificate Trustee Clause in Contracts

Duties of Certificate Trustee. (a) If an Event of Default has occurred and is continuing, the Certificate Trustee shall exercise the rights and powers vested in it by this Certificate Indenture and 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. (b) Except during the continuance of an Event of Default: (i) the Certificate Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Certificate Indenture and no implied covenants or obligations shall be read into this Certificate Indenture against the Certificate Trustee; and (ii) in the absence of bad faith on its part, the Certificate Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Certificate Trustee and conforming to the requirements of this Certificate Indenture; however, the Certificate Trustee shall examine the certificates and opinions to determine whether or not they appear on their face to conform to the requirements of this Certificate Indenture. (c) The Certificate Trustee may not be relieved from liability for its own negligent action, its own bad faith, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; (ii) the Certificate Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Certificate Trustee was negligent in ascertaining the pertinent facts; and (iii) the Certificate Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it hereunder. (d) Every provision of this Certificate Indenture that in any way relates to the Certificate Trustee is subject to paragraphs (a), (b) and (c) of this Section 6.02. (e) The Certificate Trustee shall not be liable for interest on any money received by it except as the Certificate Trustee may agree in writing with the Certificate Issuer. (f) Money held in trust by the Certificate Trustee need not be segregated from other funds except to the extent required by law, including Section 3804(a) of the Statutory Trust Statute, or the terms of this Certificate Indenture. (g) Every provision of this Certificate Indenture relating to the conduct or affecting the liability of or affording protection to the Certificate Trustee shall be subject to the provisions of this Section 6.02 and to the provisions of the Trust Indenture Act. (h) Under no circumstances shall the Certificate Trustee be liable for any indebtedness of the Certificate Issuer.

Duties of Certificate Trustee. (a) If The Certificate Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and is continuing, (which has not been cured or waived) the Certificate Trustee shall exercise such of the rights and powers vested in it by this Certificate Indenture Agreement, and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during The Certificate Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the continuance Certificate Trustee which are specifically required to be furnished pursuant to any provision of an Event this Agreement, shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Certificate Trustee shall not be responsible for the accuracy or content of Defaultany such certificate, statement, opinion, report, or other order or instrument furnished by the Company or a Master Servicer to the Certificate Trustee pursuant to this Agreement. (c) No provision of this Agreement shall be construed to relieve the Certificate Trustee 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 of all such Events of Default which may have occurred, the duties and obligations of the Certificate Trustee undertakes to perform shall be determined solely by the express provisions of this Agreement, the Certificate Trustee shall not be liable except for the performance of such duties and only such duties obligations as are specifically set forth in this Certificate Indenture and Agreement, no implied covenants or obligations shall be read into this Certificate Indenture Agreement against the Certificate Trustee; , and (ii) , in the absence of bad faith on its partthe part of the Certificate Trustee, the Certificate 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 Certificate Trustee and conforming to the requirements of this Certificate Indenture; however, the Certificate Trustee shall examine the certificates and opinions to determine whether or not they appear on their face to conform to the requirements of this Certificate Indenture. (c) The Certificate Trustee may not be relieved from liability for its own negligent action, its own bad faith, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; (ii) the Certificate Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Certificate Trustee was negligent in ascertaining the pertinent factsAgreement; and (iii) the Certificate Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it hereunder. (d) Every provision of this Certificate Indenture that in any way relates to the Certificate Trustee is subject to paragraphs (a), (b) and (c) of this Section 6.02. (eii) The Certificate Trustee shall not be personally liable for interest on with respect to any money received action taken or omitted to be taken by it except as in good faith in accordance with the direction of the Certificateholders holding Certificates of a Series which evidence Fractional Undivided Interests aggregating not less than 66 2/3% of the Trust Fund for such Series relating to the time, method and place of conducting any proceeding for any remedy available to the Certificate Trustee, or relating to the exercise of any trust or power conferred upon the Certificate Trustee may agree in writing with the Certificate Issuerunder this Agreement. (fd) Money held in trust by Within ten days after the occurrence of any Event of Default known to the Certificate Trustee, the Certificate Trustee need not be segregated from other funds except shall transmit by mail to the extent required by law, including Section 3804(a) Rating Agency notice of each Event of Default. Within 90 days after the Statutory Trust Statute, or the terms occurrence of this Certificate Indenture. (g) Every provision any Event of this Certificate Indenture relating Default known to the conduct Certificate Trustee, the Certificate Trustee shall transmit by mail to all Certificateholders (with a copy to the Rating Agency) notice of each Event of Default, unless such Event of Default shall have been cured or affecting the liability of or affording protection to waived; provided, however, the Certificate Trustee shall be subject to the provisions protected in withholding such notice if and so long as a Responsible Officer of this Section 6.02 and to the provisions of the Trust Indenture Act. (h) Under no circumstances shall the Certificate Trustee be liable for any indebtedness in good faith determines that the withholding of such notice is in the best interests of the Certificate IssuerCertificateholders; and provided, further, that in the case of any Event of Default of the character specified in Section 7.01(i) and Section 7.01(ii) no such notice to Certificateholders or to the Rating Agency shall be given until at least 30 days after the occurrence thereof.

Duties of Certificate Trustee. (a) If an Event of Default has occurred and is continuing, the Certificate Trustee shall exercise the rights and powers vested in it by this Certificate Indenture and 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. (b) Except during the continuance of an Event of Default: (i) the Certificate Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Certificate Indenture and no implied covenants or obligations shall be read into this Certificate Indenture against the Certificate Trustee; and (ii) in the absence of bad faith on its part, the Certificate Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Certificate Trustee and conforming to the requirements of this Certificate Indenture; however, the Certificate Trustee shall examine the certificates and opinions to determine whether or not they appear on their face to conform to the requirements of this Certificate Indenture. (c) The Certificate Trustee may not be relieved from liability for its own negligent action, its own bad faith, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; (ii) the Certificate Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Certificate Trustee was negligent in ascertaining the pertinent facts; and (iii) the Certificate Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it hereunder. (d) Every provision of this Certificate Indenture that in any way relates to the Certificate Trustee is subject to paragraphs (a), (b) and (c) of this Section 6.02. (e) The Certificate Trustee shall not be liable for interest on any money received by it except as the Certificate Trustee may agree in writing with the Certificate Issuer. (f) Money held in trust by the Certificate Trustee need not be segregated from other funds except to the extent required by law, including Section 3804(a) of the Statutory Trust Statute, or the terms of this Certificate Indenture. (g) Every provision of this Certificate Indenture relating to the conduct or affecting the liability of or affording protection to the Certificate Trustee shall be subject to the provisions of this Section 6.02 and to the provisions of the Trust Indenture Act. (h) Under no circumstances shall the Certificate Trustee be liable for any indebtedness of the Certificate Issuer. (i) Commencing with March 15, 2014, and to the extent required by law, on or before March 15th of each fiscal year ending December 31, the Certificate Trustee shall (i) deliver to the Certificate Issuer and each Bond Issuer a report (in form and substance reasonably satisfactory to each Bond Issuer and addressed to each Bond Issuer and signed by an authorized officer of the Certificate Trustee) regarding the Certificate Trustee’s assessment of compliance, during the immediately preceding fiscal year ending December 31, with servicing criteria 1122(d)(2)(i), 1122(d)(2)(ii), 1122(d)(2)(iv), 1122(d)(2)(v), 1122(d)(3)(ii), 1122(d)(3)(iii) and 1122(d)(3)(iv) set forth in Item 1122 of Regulation AB, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB and (ii) deliver to the Certificate Issuer and each Bond Issuer a report of an Independent registered public accounting firm reasonably acceptable to each Bond Issuer that attests to and reports on, in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, the assessment of compliance made by the Certificate Trustee and delivered pursuant to clause (i).