Common use of Duties of Grantor Trustee Clause in Contracts

Duties of Grantor Trustee. The Grantor Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. The Grantor Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Grantor Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in the form required by this Agreement but the Grantor Trustee shall not be required to determine, confirm or recalculate information contained in such instruments. No provision of this Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) The duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Agreement, the Grantor 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 Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor 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 Grantor Trustee and conforming to the requirements of this Agreement; (ii) The Grantor 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 the Grantor Trust Holder relating to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee, or exercising any trust or power conferred upon the Grantor Trustee, under this Agreement; and (iii) The Grantor Trustee shall not be personally liable for any error of judgment made in good faith by any Responsible Officer, unless it shall be proved that the Grantor Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts. None of the provisions contained in this Agreement shall require the Grantor Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties as Grantor Trustee hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

Duties of Grantor Trustee. (a) The Grantor Trustee Trustee, prior to the occurrence of a Servicing Default and after the curing or waiver of all Servicing Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Grantor Trust Agreement. In case a Servicing Default has occurred (which has not been cured or waived), the Grantor Trustee shall exercise such of the rights and powers vested in it by this Grantor Trust 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 Grantor Trustee, upon receipt of all resolutions, certificatesthe Grantor Trust Certificate, statements, opinions, reports, documents, orders or other instruments furnished to the Grantor Trustee which are specifically required to be furnished pursuant to any provision of this Grantor Trust Agreement, shall examine them to determine whether they are conform to the requirements of this Grantor Trust Agreement. The Grantor Trustee shall notify the Grantor Trust Certificateholder of any such documents which do not materially conform to the requirements of this Grantor Trust Agreement in the form required by this Agreement but event that the Grantor Trustee, after so requesting, does not receive satisfactorily corrected documents. The Grantor 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 the Servicing Agreement. The Grantor Trustee shall furnish promptly to the Indenture Trustee and the Owner Trustee all reports received from the Master Servicer. The Grantor Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of the Grantor Trust as a grantor trust under U.S. federal income tax law and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on the Grantor Trust to the extent that maintaining such status and avoiding such taxes are reasonably within the control of the Grantor Trustee shall not be required to determine, confirm or recalculate information contained in such instruments. and are reasonably within the scope of its duties under this Grantor Trust Agreement. (c) No provision of this Grantor Trust Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) The Prior to the occurrence of a Servicing Default, and after the curing or waiver of all such Servicing Defaults which may have occurred, the duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Grantor Trust Agreement, the Grantor Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Grantor Trust Agreement, no implied covenants or obligations shall be read into this Grantor Trust Agreement against the Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates Grantor Trust Certificate or opinions furnished to the Grantor Trustee by the Depositor or the Master Servicer and conforming to which on their face, do not contradict the requirements of this Grantor Trust Agreement; (ii) The Grantor Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Grantor Trustee, unless it shall be proved that the Grantor Trustee was negligent in ascertaining the pertinent facts; (iii) The Grantor 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 the Grantor Trust Holder relating Certificateholder as to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee, or exercising any trust or power conferred upon the Grantor Trustee, under this Grantor Trust Agreement; and; (iiiiv) The Grantor Trustee shall not be personally liable for charged with knowledge of any error failure or event that may give rise to any Servicing Default (other than a default in payment to the Grantor Trustee) unless a Responsible Officer of judgment made in good faith by any Responsible Officer, unless it shall be proved that the Grantor Trustee assigned to and working in the Corporate Trust Office obtains actual knowledge of such failure or event or the Grantor Trustee receives written notice of such Responsible Officer was negligent failure or event at its Corporate Trust Office from the Master Servicer, the Depositor or any Grantor Trust Certificateholder which notice shall make specific reference to this transaction; and (v) Except to the extent provided in ascertaining the pertinent facts. None Sections 6.06 and 6.07, no provision of the provisions contained in this Grantor Trust Agreement shall require the Grantor Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties as Grantor Trustee hereunder hereunder, or in the exercise of any of its rights or powers powers, if there is the Grantor Trustee shall have reasonable ground grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) As used in this Article, references to the rights, powers, duties and obligations of the Grantor Trustee under this Grantor Trust Agreement include the rights, powers, duties and obligations of the Grantor Trustee under the Servicing Agreement. (e) The Grantor Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of the Grantor Trust as a grantor trust under subpart E, part I of subchapter J of the Code and not as an association taxable as a corporation, as a taxable mortgage pool, or as a partnership and to prevent the imposition of any U.S. federal, state or local income or other tax on the Grantor Trust.

Duties of Grantor Trustee. (a) The Grantor Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. The Agreement as duties of the Grantor Trustee, upon . (b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Grantor Trustee which are specifically required to be furnished to the Grantor Trustee pursuant to any provision of this Agreement, the Grantor Trustee shall examine them to determine whether they are in the form required by this Agreement but Agreement; PROVIDED, HOWEVER, that the Grantor Trustee shall be not responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Underlying Indenture Trustee; PROVIDED, FURTHER, that the Grantor Trustee shall not be required responsible for the accuracy or verification of any calculation provided to determineit pursuant to this Agreement. (c) On each Payment Date, confirm or recalculate information contained the Grantor Trustee shall make monthly payments and the final payment to the Certificateholders from funds in such instruments. the related Payment Account as provided in Section 5.01 herein based on the report of the Underlying Indenture Trustee. (d) No provision of this Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; providedPROVIDED, howeverHOWEVER, that: (i) The duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Agreement, the Grantor Trustee shall not be liable except for the performance of such its duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor 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 Grantor Trustee Trustee, and conforming to the requirements of this Agreement; (ii) The Grantor Trustee shall not be personally liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Grantor Trustee, unless it shall be proved that the Grantor Trustee was negligent in ascertaining the pertinent facts; (iii) The Grantor Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction directions of the Grantor Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of each Trust Holder relating Fund, if such action or non-action relates to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee, or exercising any trust or other power conferred upon the Grantor Trustee, Trustee under this Agreement; and; (iiiiv) The Grantor Trustee shall not in any way be personally liable for by reason of any error of judgment made insufficiency in good faith by any Responsible Officer, Payment Account held unless it shall be proved is determined by a court of competent jurisdiction that the Grantor Trustee Trustee's gross negligence or willful misconduct was the primary cause of such Responsible Officer was negligent in ascertaining the pertinent facts. None of the provisions contained insufficiency; and (v) Anything in this Agreement to the contrary notwithstanding, in no event shall require the Grantor Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Grantor Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Grantor Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties as Grantor Trustee hereunder hereunder, or in the exercise of any of its rights or powers powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity satisfactory to the Grantor Trustee against such risk or liability is not reasonably assured to it. (e) All funds received by the Grantor Trustee and required to be deposited in the Payment Account pursuant to this Agreement will be promptly so deposited by the Grantor Trustee. (f) Except for those actions that the Grantor Trustee is required to take hereunder, the Grantor Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder in the absence of written direction as provided hereunder.

Duties of Grantor Trustee. (a) The Grantor Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. The Agreement as duties of the Grantor Trustee, upon . (b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Grantor Trustee which are specifically required to be furnished to the Grantor Trustee pursuant to any provision of this Agreement, the Grantor Trustee shall examine them to determine whether they are in the form required by this Agreement but Agreement; PROVIDED, HOWEVER, that the Grantor Trustee shall be not responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Underlying Indenture Trustee; PROVIDED, FURTHER, that the Grantor Trustee shall not be required responsible for the accuracy or verification of any calculation provided to determineit pursuant to this Agreement. (c) On each Payment Date, confirm or recalculate information contained the Grantor Trustee shall make monthly payments and the final payment to the Certificateholders from funds in such instruments. the related Payment Account as provided in Section 5.01 herein based on the report of the Underlying Indenture Trustee. (d) No provision of this Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; providedPROVIDED, howeverHOWEVER, that: (i) The duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Agreement, the Grantor Trustee shall not be liable except for the performance of such its duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor 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 Grantor Trustee Trustee, and conforming to the requirements of this Agreement; (ii) The Grantor Trustee shall not be personally liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Grantor Trustee, unless it shall be proved that the Grantor Trustee was negligent in ascertaining the pertinent facts; (iii) The Grantor Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction directions of the Grantor Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of each Trust Holder relating Fund, if such action or non-action relates to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee, or exercising any trust or other power conferred upon the Grantor Trustee, Trustee under this Agreement; and; (iiiiv) The Grantor Trustee shall not in any way be personally liable for by reason of any error insufficiency in any Account held by or in the name of judgment made in good faith by any Responsible Officer, Grantor Trustee unless it shall be proved is determined by a court of competent jurisdiction that the Grantor Trustee Trustee's gross negligence or willful misconduct was the primary cause of such Responsible Officer was negligent in ascertaining the pertinent facts. None of the provisions contained insufficiency; and (v) Anything in this Agreement to the contrary notwithstanding, in no event shall require the Grantor Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Grantor Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Grantor Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties as Grantor Trustee hereunder hereunder, or in the exercise of any of its rights or powers powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity satisfactory to the Grantor Trustee against such risk or liability is not reasonably assured to it. (e) All funds received by the Grantor Trustee and required to be deposited in the Payment Account pursuant to this Agreement will be promptly so deposited by the Grantor Trustee. (f) Except for those actions that the Grantor Trustee is required to take hereunder, the Grantor Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder in the absence of written direction as provided hereunder.

Duties of Grantor Trustee. (a) The Grantor Trustee Trustee, prior to the occurrence of a Master Servicer Event of Default and after the curing or waiver of all Master Servicer Event of Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If a Master Servicer Event of Default has occurred (which has not been cured or waived), the Grantor Trustee shall exercise such of the rights and powers vested in it 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 Grantor Trustee, upon receipt of all resolutions, certificatesthe Grantor Trust Certificate, statements, opinions, reports, documents, orders or other instruments furnished to the Grantor Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are conform to the requirements of this Agreement. The Grantor Trustee shall notify the Grantor Trust Certificateholders of any such documents which do not materially conform to the requirements of this Agreement in the form required by this Agreement but event that the Grantor Trustee, after so requesting, does not receive satisfactorily corrected documents. The Grantor 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 the Servicing Agreement. The Grantor Trustee shall furnish promptly to the Indenture Trustee and the Owner Trustee all reports received from the Master Servicer. The Grantor Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of the Grantor Trust as a grantor trust under U.S. federal income tax law and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on the Grantor Trust to the extent that maintaining such status and avoiding such taxes are reasonably within the control of the Grantor Trustee shall not be required to determine, confirm or recalculate information contained in such instruments. and are reasonably within the scope of its duties under this Agreement. (c) No provision of this Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) The Prior to the occurrence of a Master Servicer Event of Default, and after the curing or waiver of all such Master Servicer Event of Defaults which may have occurred, the duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Agreement, the Grantor 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 Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates Grantor Trust Certificate or opinions furnished to the Grantor Trustee by the Depositor or the Master Servicer and conforming to which on their face, do not contradict the requirements of this Agreement; (ii) The Grantor Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Grantor Trustee, unless it shall be proved that the Grantor Trustee was negligent in ascertaining the pertinent facts; (iii) The Grantor 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 the Grantor Trust Holder relating Certificateholder as to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee, or exercising any trust or power conferred upon the Grantor Trustee, under this Agreement; and; (iiiiv) The Grantor Trustee shall not be personally liable for charged with knowledge of any error failure or event that may give rise to any Master Servicer Event of judgment made Default (other than a default in good faith by any Responsible Officer, payment to the Grantor Trustee) unless it shall be proved that a responsible officer of the Grantor Trustee assigned to and working in the Corporate Trust Office obtains actual knowledge of such failure or event or the Grantor Trustee receives written notice of such Responsible Officer was negligent failure or event at its Corporate Trust Office from the Master Servicer, the Depositor or any Grantor Trust Certificateholder which notice shall make specific reference to this transaction; and (v) Except to the extent provided in ascertaining the pertinent facts. None Sections 6.06 and 6.07, no provision of the provisions contained in this Agreement shall require the Grantor Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties as Grantor Trustee hereunder hereunder, or in the exercise of any of its rights or powers powers, if there is the Grantor Trustee shall have reasonable ground grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) As used in this Article, references to the rights, powers, duties and obligations of the Grantor Trustee under this Agreement include the rights, powers, duties and obligations of the Grantor Trustee under the Servicing Agreement. (e) The Grantor Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of the Grantor Trust as a grantor trust under subpart E, part I of subchapter J of the Code and not as an association taxable as a corporation, as a taxable mortgage pool, or as a partnership and to prevent the imposition of any U.S. federal, state or local income or other tax on the Grantor Trust. (f) The Grantor Trustee shall not be deemed to have notice or knowledge of any Master Servicer Event of Default or an Event of Servicer Termination unless a Responsible Officer of the Grantor Trustee has actual knowledge thereof or unless written notice of any such event that is in fact a Master Servicer Event of Default or Event of Servicer Termination is received by the Grantor Trustee at its Corporate Trust Office and such notice references the Notes or Trust Certificates generally, the Issuer, the Grantor Trust Estate or this Grantor Trust Agreement.

Duties of Grantor Trustee. (a) The Grantor Trustee Trustee, prior to the occurrence of a Master Servicer Event of Default and after the curing or waiver of all Master Servicer Event of Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If a Master Servicer Event of Default has occurred (which has not been cured or waived), the Grantor Trustee shall exercise such of the rights and powers vested in it 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 Grantor Trustee, upon receipt of all resolutions, certificatesthe Grantor Trust Certificate, statements, opinions, reports, documents, orders or other instruments furnished to the Grantor Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are conform to the requirements of this Agreement. The Grantor Trustee shall notify the Grantor Trust Certificateholders of any such documents which do not materially conform to the requirements of this Agreement in the form required by this Agreement but event that the Grantor Trustee, after so requesting, does not receive satisfactorily corrected documents. The Grantor 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 the Servicing Agreement. The Grantor Trustee shall furnish promptly to the Indenture Trustee and the Owner Trustee all reports received from the Master Servicer. The Grantor Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of the Grantor Trust as a grantor trust under U.S. federal income tax law and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on the Grantor Trust to the extent that maintaining such status and avoiding such taxes are reasonably within the control of the Grantor Trustee shall not be required to determine, confirm or recalculate information contained in such instruments. and are reasonably within the scope of its duties under this Agreement. (c) No provision of this Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; providedPROVIDED, howeverHOWEVER, that: (i) The Prior to the occurrence of a Master Servicer Event of Default, and after the curing or waiver of all such Master Servicer Event of Defaults which may have occurred, the duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Agreement, the Grantor 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 Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates Grantor Trust Certificate or opinions furnished to the Grantor Trustee by the Depositor or the Master Servicer and conforming to which on their face, do not contradict the requirements of this Agreement; (ii) The Grantor Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Grantor Trustee, unless it shall be proved that the Grantor Trustee was negligent in ascertaining the pertinent facts; (iii) The Grantor 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 the Grantor Trust Holder relating Certificateholder as to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee, or exercising any trust or power conferred upon the Grantor Trustee, under this Agreement; and; (iiiiv) The Grantor Trustee shall not be personally liable for charged with knowledge of any error failure or event that may give rise to any Master Servicer Event of judgment made Default (other than a default in good faith by any Responsible Officer, payment to the Grantor Trustee) unless it shall be proved that a responsible officer of the Grantor Trustee assigned to and working in the Corporate Trust Office obtains actual knowledge of such failure or event or the Grantor Trustee receives written notice of such Responsible Officer was negligent failure or event at its Corporate Trust Office from the Master Servicer, the Depositor or any Grantor Trust Certificateholder which notice shall make specific reference to this transaction; and (v) Except to the extent provided in ascertaining the pertinent facts. None Sections 6.06 and 6.07, no provision of the provisions contained in this Agreement shall require the Grantor Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties as Grantor Trustee hereunder hereunder, or in the exercise of any of its rights or powers powers, if there is the Grantor Trustee shall have reasonable ground grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) As used in this Article, references to the rights, powers, duties and obligations of the Grantor Trustee under this Agreement include the rights, powers, duties and obligations of the Grantor Trustee under the Servicing Agreement. (e) The Grantor Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of the Grantor Trust as a grantor trust under subpart E, part I of subchapter J of the Code and not as an association taxable as a corporation, as a taxable mortgage pool, or as a partnership and to prevent the imposition of any U.S. federal, state or local income or other tax on the Grantor Trust. (f) The Grantor Trustee shall not be deemed to have notice or knowledge of any Master Servicer Event of Default or an Event of Servicer Termination unless a Responsible Officer of the Grantor Trustee has actual knowledge thereof or unless written notice of any such event that is in fact a Master Servicer Event of Default or Event of Servicer Termination is received by the Grantor Trustee at its Corporate Trust Office and such notice references the Notes or Trust Certificates generally, the Issuer, the Trust Estate or this Grantor Trust Agreement.

Duties of Grantor Trustee. (a) The Grantor Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. The Agreement as duties of the Grantor Trustee, upon . (b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Grantor Trustee which are specifically required to be furnished to the Grantor Trustee pursuant to any provision of this Agreement, the Grantor Trustee shall examine them to determine whether they are in the form required by this Agreement but Agreement; PROVIDED, HOWEVER, that the Grantor Trustee shall be not responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Underlying Trustee; PROVIDED, FURTHER, that the Grantor Trustee shall not be required responsible for the accuracy or verification of any calculation provided to determineit pursuant to this Agreement. (c) On each Distribution Date, confirm or recalculate information contained the Grantor Trustee shall make monthly distributions and the final distribution to the Certificateholders from funds in such instruments. the Distribution Account as provided in Section 5.01 herein based the report of the Underlying Trustee. (d) No provision of this Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; providedPROVIDED, howeverHOWEVER, that: (i) The duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Agreement, the Grantor Trustee shall not be liable except for the performance of such its duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor 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 Grantor Trustee Trustee, and conforming to the requirements of this Agreement; (ii) The Grantor Trustee shall not be personally liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Grantor Trustee, unless it shall be proved that the Grantor Trustee was negligent in ascertaining the pertinent facts; (iii) The Grantor Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction directions of the Grantor Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Holder relating Fund, if such action or non-action relates to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee, or exercising any trust or other power conferred upon the Grantor Trustee, Trustee under this Agreement; and; (iiiiv) The Grantor Trustee shall not in any way be personally liable for by reason of any error insufficiency in any Account held by or in the name of judgment made in good faith by any Responsible Officer, Grantor Trustee unless it shall be proved is determined by a court of competent jurisdiction that the Grantor Trustee's gross negligence or willful misconduct was the primary cause of such insufficiency (except to the extent that the Grantor Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts. None of the provisions contained is obligor and has defaulted thereon); and (v) Anything in this Agreement to the contrary notwithstanding, in no event shall require the Grantor Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Grantor Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Grantor Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties as Grantor Trustee hereunder hereunder, or in the exercise of any of its rights or powers powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (e) All funds received by the Grantor Trustee and required to be deposited in the Certificate Account pursuant to this Agreement will be promptly so deposited by the Grantor Trustee. (f) Except for those actions that the Grantor Trustee is required to take hereunder, the Grantor Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder in the absence of written direction as provided hereunder.

Duties of Grantor Trustee. (a) The Grantor Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. The Agreement as duties of the Grantor Trustee, upon . (b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Grantor Trustee which are specifically required to be furnished to the Grantor Trustee pursuant to any provision of this Agreement, the Grantor Trustee shall examine them to determine whether they are in the form required by this Agreement but Agreement; PROVIDED, HOWEVER, that the Grantor Trustee shall not be required responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Underlying Indenture Trustee; PROVIDED, FURTHER, that the Grantor Trustee shall not be responsible for the accuracy or verification of any calculation provided to determineit pursuant to this Agreement. (c) On each Distribution Date, confirm or recalculate information contained the Grantor Trustee shall make payments from funds in such instruments. the Payment Account as provided in Section 5.01 herein based on the report of the Underlying Indenture Trustee. (d) No provision of this Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; providedPROVIDED, howeverHOWEVER, that: (i) The duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Agreement, the Grantor Trustee shall not be liable except for the performance of such its duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor 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 Grantor Trustee Trustee, and conforming to the requirements of this Agreement; (ii) The Grantor Trustee shall not be personally liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Grantor Trustee, unless it shall be proved that the Grantor Trustee was negligent in ascertaining the pertinent facts; (iii) The Grantor Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction written directions of the Grantor Trust Holder relating Majority Certificateholders, if such action or non-action relates to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee, or exercising any trust or other power conferred upon the Grantor Trustee, Trustee under this Agreement; andPROVIDED, HOWEVER, that no action shall be taken, suffered or omitted to be taken without the consent of the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than a majority of the Class A-5-1 Certificates; (iiiiv) The Grantor Trustee shall not in any way be personally liable for by reason of any error of judgment made insufficiency in good faith by any Responsible Officer, the Payment Account unless it shall be proved is determined by a court of competent jurisdiction that the Grantor Trustee Trustee's negligence or willful misconduct was the primary cause of such Responsible Officer was negligent in ascertaining the pertinent facts. None of the provisions contained insufficiency; and (v) Anything in this Agreement to the contrary notwithstanding, in no event shall require the Grantor Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Grantor Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Grantor Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties as Grantor Trustee hereunder hereunder, or in the exercise of any of its rights or powers powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity satisfactory to the Grantor Trustee against such risk or liability is not reasonably assured to it. (e) All funds received by the Grantor Trustee and required to be deposited in the Payment Account pursuant to this Agreement will be promptly so deposited by the Grantor Trustee. (f) Except for those actions that the Grantor Trustee is required to take hereunder, the Grantor Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder in the absence of written direction as provided hereunder. (g) The Grantor Trustee hereby covenants and agrees that it will not at any time institute against the Trust, or join in any institution against the Trust of, any bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to this Agreement or any of the Underlying Operative Documents.

Duties of Grantor Trustee. (a) The Grantor Trustee Trustee, prior to the occurrence of a Servicing Default and after the curing or waiver of all Servicing Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Grantor Trust Agreement. In case a Servicing Default has occurred (which has not been cured or waived), the Grantor Trustee shall exercise such of the rights and powers vested in it by this Grantor Trust 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 Grantor Trustee, upon receipt of all resolutions, certificatesthe Grantor Trust Certificate, statements, opinions, reports, documents, orders or other instruments furnished to the Grantor Trustee which are specifically required to be furnished pursuant to any provision of this Grantor Trust Agreement, shall examine them to determine whether they are conform to the requirements of this Grantor Trust Agreement. The Grantor Trustee shall notify the Grantor Trust Certificateholder of any such documents which do not materially conform to the requirements of this Grantor Trust Agreement in the form required by this Agreement but event that the Grantor Trustee, after so requesting, does not receive satisfactorily corrected documents. The Grantor 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 the Servicing Agreement. The Grantor Trustee shall furnish promptly to the Indenture Trustee and the Owner Trustee all reports received from the Master Servicer. The Grantor Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of the Grantor Trust Fund as a grantor trust under U.S. federal income tax law and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on the Grantor Trust Fund to the extent that maintaining such status and avoiding such taxes are reasonably within the control of the Grantor Trustee shall not be required to determine, confirm or recalculate information contained in such instruments. and are reasonably within the scope of its duties under this Grantor Trust Agreement. (c) No provision of this Grantor Trust Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) The Prior to the occurrence of a Servicing Default, and after the curing or waiver of all such Servicing Defaults which may have occurred, the duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Grantor Trust Agreement, the Grantor Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Grantor Trust Agreement, no implied covenants or obligations shall be read into this Grantor Trust Agreement against the Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates Grantor Trust Certificate or opinions furnished to the Grantor Trustee by the Depositor or the Master Servicer and conforming to which on their face, do not contradict the requirements of this Grantor Trust Agreement; (ii) The Grantor Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Grantor Trustee, unless it shall be proved that the Grantor Trustee was negligent in ascertaining the pertinent facts; (iii) The Grantor 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 the Grantor Trust Holder relating Certificateholder as to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee, or exercising any trust or power conferred upon the Grantor Trustee, under this Grantor Trust Agreement; and; (iiiiv) The Grantor Trustee shall not be personally liable for charged with knowledge of any error failure or event that may give rise to any Servicing Default (other than a default in payment to the Grantor Trustee) unless a Responsible Officer of judgment made in good faith by any Responsible Officer, unless it shall be proved that the Grantor Trustee assigned to and working in the Corporate Trust Office obtains actual knowledge of such failure or event or the Grantor Trustee receives written notice of such Responsible Officer was negligent failure or event at its Corporate Trust Office from the Master Servicer, the Depositor or any Grantor Trust Certificateholder which notice shall make specific reference to this transaction; and (v) Except to the extent provided in ascertaining the pertinent facts. None of the provisions contained Sections 6.06 and 6.07, no provision in this Grantor Trust Agreement shall require the Grantor Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties as Grantor Trustee hereunder hereunder, or in the exercise of any of its rights or powers powers, if there is the Grantor Trustee shall have reasonable ground grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) As used in this Article, references to the rights, powers, duties and obligations of the Grantor Trustee under this Grantor Trust Agreement include the rights, powers, duties and obligations of the Grantor Trustee under the Servicing Agreement. (e) The Grantor Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of the Grantor Trust Fund as a grantor trust under subpart E, part I of subchapter J of the Code and not as an association taxable as a corporation, as a taxable mortgage pool, or as a partnership and to prevent the imposition of any U.S. federal, state or local income or other tax on the Grantor Trust Fund.

Duties of Grantor Trustee. (a) The Grantor Trustee Trustee, prior to the occurrence of a Servicing Default and after the curing or waiver of all Servicing Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Grantor Trust Agreement. In case a Servicing Default has occurred (which has not been cured or waived), the Grantor Trustee shall exercise such of the rights and powers vested in it by this Grantor Trust 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 Grantor Trustee, upon receipt of all resolutions, certificatesGrantor Trust Certificate, statements, opinions, reports, documents, orders or other instruments furnished to the Grantor Trustee which are specifically required to be furnished pursuant to any provision of this Grantor Trust Agreement, shall examine them to determine whether they are conform to the requirements of this Grantor Trust Agreement. The Grantor Trustee shall notify the Grantor Trust Certificateholder of any such documents which do not materially conform to the requirements of this Grantor Trust Agreement in the form required by this Agreement but event that the Grantor Trustee, after so requesting, does not receive satisfactorily corrected documents. The Grantor 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 the Servicing Agreement. The Grantor Trustee shall furnish promptly to the Indenture Trustee and the Owner Trustee all reports received from the Master Servicer. The Grantor Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of the Grantor Trust Fund as a grantor trust under U.S. federal income tax law and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on the Grantor Trust Fund to the extent that maintaining such status and avoiding such taxes are reasonably within the control of the Grantor Trustee shall not be required to determine, confirm or recalculate information contained in such instruments. and are reasonably within the scope of its duties under this Grantor Trust Agreement. (c) No provision of this Grantor Trust Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) The Prior to the occurrence of a Servicing Default, and after the curing or waiver of all such Servicing Defaults which may have occurred, the duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Grantor Trust Agreement, the Grantor Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Grantor Trust Agreement, no implied covenants or obligations shall be read into this Grantor Trust Agreement against the Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates Grantor Trust Certificate or opinions furnished to the Grantor Trustee by the Depositor or the Master Servicer and conforming to which on their face, do not contradict the requirements of this Grantor Trust Agreement; (ii) The Grantor Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Grantor Trustee, unless it shall be proved that the Grantor Trustee was negligent in ascertaining the pertinent facts; (iii) The Grantor 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 the Grantor Trust Holder relating Certificateholder as to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee, or exercising any trust or power conferred upon the Grantor Trustee, under this Grantor Trust Agreement; and; (iiiiv) The Grantor Trustee shall not be personally liable for charged with knowledge of any error failure or event that may give rise to any Servicing Default (other than a default in payment to the Grantor Trustee) unless a Responsible Officer of judgment made in good faith by any Responsible Officer, unless it shall be proved that the Grantor Trustee assigned to and working in the Corporate Trust Office obtains actual knowledge of such failure or event or the Grantor Trustee receives written notice of such Responsible Officer was negligent failure or event at its Corporate Trust Office from the Master Servicer, the Depositor or any Grantor Trust Certificateholder; and (v) Except to the extent provided in ascertaining the pertinent facts. None of the provisions contained Sections 6.06 and 6.07, no provision in this Grantor Trust Agreement shall require the Grantor Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties as Grantor Trustee hereunder hereunder, or in the exercise of any of its rights or powers powers, if there is the Grantor Trustee shall have reasonable ground grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) As used in this Article, references to the rights, powers, duties and obligations of the Grantor Trustee under this Grantor Trust Agreement include the rights, powers, duties and obligations of the Grantor Trustee under the Servicing Agreement. (e) The Grantor Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of the Grantor Trust Fund as a grantor trust under subpart E, part I of subchapter J of the Code and not as an association taxable as a corporation, as a taxable mortgage pool, or as a partnership and to prevent the imposition of any U.S. federal, state or local income or other tax on the Grantor Trust Fund.

Duties of Grantor Trustee. (a) The Grantor Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. The Agreement as duties of the Grantor Trustee, upon . (b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Grantor Trustee which are specifically required to be furnished to the Grantor Trustee pursuant to any provision of this Agreement, the Grantor Trustee shall examine them to determine whether they are in the form required by this Agreement but Agreement; PROVIDED, HOWEVER, that the Grantor Trustee shall be not responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Underlying Indenture Trustee; PROVIDED, FURTHER, that the Grantor Trustee shall not be required responsible for the accuracy or verification of any calculation provided to determineit pursuant to this Agreement. (c) On each Distribution Date, confirm or recalculate information contained the Grantor Trustee shall make payments from funds in such instruments. the Payment Account as provided in Section 5.01 herein based on the report of the Underlying Indenture Trustee. (d) No provision of this Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; providedPROVIDED, howeverHOWEVER, that: (i) The duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Agreement, the Grantor Trustee shall not be liable except for the performance of such its duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor 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 Grantor Trustee Trustee, and conforming to the requirements of this Agreement; (ii) The Grantor Trustee shall not be personally liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Grantor Trustee, unless it shall be proved that the Grantor Trustee was negligent in ascertaining the pertinent facts; (iii) The Grantor Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction written directions of the Grantor Trust Holder relating Majority Certificateholders, if such action or non-action relates to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee, or exercising any trust or other power conferred upon the Grantor Trustee, Trustee under this Agreement; andPROVIDED, HOWEVER, that no action shall be taken, suffered or omitted to be taken without the consent of the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than a majority of the Class A-5-1 Certificates; (iiiiv) The Grantor Trustee shall not in any way be personally liable for by reason of any error of judgment made insufficiency in good faith by any Responsible Officer, the Payment Account unless it shall be proved is determined by a court of competent jurisdiction that the Grantor Trustee Trustee's negligence or willful misconduct was the primary cause of such Responsible Officer was negligent in ascertaining the pertinent facts. None of the provisions contained insufficiency; and (v) Anything in this Agreement to the contrary notwithstanding, in no event shall require the Grantor Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Grantor Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Grantor Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties as Grantor Trustee hereunder hereunder, or in the exercise of any of its rights or powers powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity satisfactory to the Grantor Trustee against such risk or liability is not reasonably assured to it. (e) All funds received by the Grantor Trustee and required to be deposited in the Payment Account pursuant to this Agreement will be promptly so deposited by the Grantor Trustee. (f) Except for those actions that the Grantor Trustee is required to take hereunder, the Grantor Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder in the absence of written direction as provided hereunder. (g) The Grantor Trustee hereby covenants and agrees that it will not at any time institute against the Trust, or join in any institution against the Trust of, any bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to this Agreement or any of the Underlying Operative Documents.

Duties of Grantor Trustee. (a) The Grantor Trustee Trustee, prior to the occurrence of a Servicing Default and after the curing or waiver of all Servicing Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Grantor Trust Agreement. In case a Servicing Default has occurred (which has not been cured or waived), the Grantor Trustee shall exercise such of the rights and powers vested in it by this Grantor Trust 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 Grantor Trustee, upon receipt of all resolutions, certificatesthe Grantor Trust Certificate, statements, opinions, reports, documents, orders or other instruments furnished to the Grantor Trustee which are specifically required to be furnished pursuant to any provision of this Grantor Trust Agreement, shall examine them to determine whether they are conform to the requirements of this Grantor Trust Agreement. The Grantor Trustee shall notify the Grantor Trust Certificateholder of any such documents which do not materially conform to the requirements of this Grantor Trust Agreement in the form required by this Agreement but event that the Grantor Trustee, after so requesting, does not receive satisfactorily corrected documents. The Grantor 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 the Servicing Agreement. The Grantor Trustee shall furnish promptly to the Indenture Trustee and the Owner Trustee all reports received from the Master Servicer. The Grantor Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of the Grantor Trust as a grantor trust under U.S. federal income tax law and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on the Grantor Trust to the extent that maintaining such status and avoiding such taxes are reasonably within the control of the Grantor Trustee shall not be required to determine, confirm or recalculate information contained in such instruments. and are reasonably within the scope of its duties under this Grantor Trust Agreement. (c) No provision of this Grantor Trust Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; providedPROVIDED, howeverHOWEVER, that: (i) The Prior to the occurrence of a Servicing Default, and after the curing or waiver of all such Servicing Defaults which may have occurred, the duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Grantor Trust Agreement, the Grantor Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Grantor Trust Agreement, no implied covenants or obligations shall be read into this Grantor Trust Agreement against the Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates Grantor Trust Certificate or opinions furnished to the Grantor Trustee by the Depositor or the Master Servicer and conforming to which on their face, do not contradict the requirements of this Grantor Trust Agreement; (ii) The Grantor Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Grantor Trustee, unless it shall be proved that the Grantor Trustee was negligent in ascertaining the pertinent facts; (iii) The Grantor 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 the Grantor Trust Holder relating Certificateholder as to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee, or exercising any trust or power conferred upon the Grantor Trustee, under this Grantor Trust Agreement; and; (iiiiv) The Grantor Trustee shall not be personally liable for charged with knowledge of any error failure or event that may give rise to any Servicing Default (other than a default in payment to the Grantor Trustee) unless a Responsible Officer of judgment made in good faith by any Responsible Officer, unless it shall be proved that the Grantor Trustee assigned to and working in the Corporate Trust Office obtains actual knowledge of such failure or event or the Grantor Trustee receives written notice of such Responsible Officer was negligent failure or event at its Corporate Trust Office from the Master Servicer, the Depositor or any Grantor Trust Certificateholder which notice shall make specific reference to this transaction; and (v) Except to the extent provided in ascertaining the pertinent facts. None Sections 6.06 and 6.07, no provision of the provisions contained in this Grantor Trust Agreement shall require the Grantor Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties as Grantor Trustee hereunder hereunder, or in the exercise of any of its rights or powers powers, if there is the Grantor Trustee shall have reasonable ground grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) As used in this Article, references to the rights, powers, duties and obligations of the Grantor Trustee under this Grantor Trust Agreement include the rights, powers, duties and obligations of the Grantor Trustee under the Servicing Agreement. (e) The Grantor Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of the Grantor Trust as a grantor trust under subpart E, part I of subchapter J of the Code and not as an association taxable as a corporation, as a taxable mortgage pool, or as a partnership and to prevent the imposition of any U.S. federal, state or local income or other tax on the Grantor Trust.

Duties of Grantor Trustee. (a) The Grantor Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. The Agreement as duties of the Grantor Trustee, upon . (b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Grantor Trustee which are specifically required to be furnished to the Grantor Trustee pursuant to any provision of this Agreement, the Grantor Trustee shall examine them to determine whether they are in the form required by this Agreement but Agreement; PROVIDED, HOWEVER, that the Grantor Trustee shall be not responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Underlying Indenture Trustee; PROVIDED, FURTHER, that the Grantor Trustee shall not be required responsible for the accuracy or verification of any calculation provided to determineit pursuant to this Agreement. (c) On each Distribution Date, confirm or recalculate information contained the Grantor Trustee shall make payments from funds in such instruments. the Payment Account as provided in Section 5.01 herein based on the report of the Underlying Indenture Trustee. (d) No provision of this Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; providedPROVIDED, howeverHOWEVER, that: (ia) The duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Agreement, the Grantor Trustee shall not be liable except for the performance of such its duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor 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 Grantor Trustee Trustee, and conforming to the requirements of this Agreement; (iib) The Grantor Trustee shall not be personally liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Grantor Trustee, unless it shall be proved that the Grantor Trustee was negligent in ascertaining the pertinent facts; (c) The Grantor Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction written directions of the Grantor Trust Holder relating Majority Certificateholders, if such action or non-action relates to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee, or exercising any trust or other power conferred upon the Grantor Trustee, Trustee under this Agreement; andPROVIDED, HOWEVER, that no action shall be taken, suffered or omitted to be taken without the consent of the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than a majority of the Class [___] Certificates; (iiid) The Grantor Trustee shall not in any way be personally liable for by reason of any error of judgment made insufficiency in good faith by any Responsible Officer, the Payment Account unless it shall be proved is determined by a court of competent jurisdiction that the Grantor Trustee Trustee's negligence or willful misconduct was the primary cause of such Responsible Officer was negligent in ascertaining the pertinent facts. None of the provisions contained insufficiency; and (e) Anything in this Agreement to the contrary notwithstanding, in no event shall require the Grantor Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Grantor Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Grantor Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties as Grantor Trustee hereunder hereunder, or in the exercise of any of its rights or powers powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity satisfactory to the Grantor Trustee against such risk or liability is not reasonably assured to it. (e) All funds received by the Grantor Trustee and required to be deposited in the Payment Account pursuant to this Agreement will be promptly so deposited by the Grantor Trustee. (f) Except for those actions that the Grantor Trustee is required to take hereunder, the Grantor Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder in the absence of written direction as provided hereunder. (g) The Grantor Trustee hereby covenants and agrees that it will not at any time institute against the Trust, or join in any institution against the Trust of, any bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to this Agreement or any of the Underlying Operative Documents.

Duties of Grantor Trustee. (a) The Grantor Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. The Agreement as duties of the Grantor Trustee, upon . (b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Grantor Trustee which are specifically required to be furnished to the Grantor Trustee pursuant to any provision of this Agreement, the Grantor Trustee shall examine them to determine whether they are in the form required by this Agreement but Agreement; provided, however, that the Grantor Trustee shall not be required responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Underlying Indenture Trustee; provided, further, that the Grantor Trustee shall not be responsible for the accuracy or verification of any calculation provided to determineit pursuant to this Agreement. (c) On each Distribution Date, confirm or recalculate information contained the Grantor Trustee shall make payments from funds in such instruments. the Payment Account as provided in Section 5.01 herein based on the report of the Underlying Indenture Trustee. (d) No provision of this Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) The duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Agreement, the Grantor Trustee shall not be liable except for the performance of such its duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor 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 Grantor Trustee Trustee, and conforming to the requirements of this Agreement; (ii) The Grantor Trustee shall not be personally liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Grantor Trustee, unless it shall be proved that the Grantor Trustee was negligent in ascertaining the pertinent facts; (iii) The Grantor Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction written directions of the Grantor Trust Holder relating Majority Certificateholders, if such action or non-action relates to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee, or exercising any trust or other power conferred upon the Grantor Trustee, Trustee under this Agreement; andprovided, however, that no action shall be taken, suffered or omitted to be taken without the consent of (A) the Holders of Class A-5-1 Certificates evidencing Fractional Undivided Interests aggregating not less than a majority of the Class A-5-1 Certificates and (B) if any Class A-IO-1 Certificates are then outstanding, the Holders of Class A-IO-1 Certificates evidencing Fractional Undivided Interests aggregating not less than a majority of the Class A-IO-1 Certificates; (iiiiv) The Grantor Trustee shall not in any way be personally liable for by reason of any error of judgment made insufficiency in good faith by any Responsible Officer, the Payment Account unless it shall be proved is determined by a court of competent jurisdiction that the Grantor Trustee Trustee’s negligence or willful misconduct was the primary cause of such Responsible Officer was negligent in ascertaining the pertinent facts. None of the provisions contained insufficiency; and (v) Anything in this Agreement to the contrary notwithstanding, in no event shall require the Grantor Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Grantor Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Grantor Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties as Grantor Trustee hereunder hereunder, or in the exercise of any of its rights or powers powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity satisfactory to the Grantor Trustee against such risk or liability is not reasonably assured to it. (e) All funds received by the Grantor Trustee and required to be deposited in the Payment Account pursuant to this Agreement will be promptly so deposited by the Grantor Trustee. (f) Except for those actions that the Grantor Trustee is required to take hereunder, the Grantor Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder in the absence of written direction as provided hereunder. (g) The Grantor Trustee hereby covenants and agrees that it will not at any time institute against the Grantor Trust, or join in any institution against the Grantor Trust of, any bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to this Agreement or any of the Underlying Operative Documents.

Duties of Grantor Trustee. (a) The Grantor Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. The Agreement as duties of the Grantor Trustee, upon . (b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Grantor Trustee which are specifically required to be furnished to the Grantor Trustee pursuant to any provision of this Agreement, the Grantor Trustee shall examine them to determine whether they are in the form required by this Agreement but Agreement; provided, however, that the Grantor Trustee shall not be required responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Underlying Indenture Trustee; provided, further, that the Grantor Trustee shall not be responsible for the accuracy or verification of any calculation provided to determineit pursuant to this Agreement. (c) On each Distribution Date, confirm or recalculate information contained the Grantor Trustee shall make payments from funds in such instruments. the Payment Account as provided in Section 5.01 herein based on the report of the Underlying Indenture Trustee. (d) No provision of this Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) The duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Agreement, the Grantor Trustee shall not be liable except for the performance of such its duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor 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 Grantor Trustee Trustee, and conforming to the requirements of this Agreement; (ii) The Grantor Trustee shall not be personally liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Grantor Trustee, unless it shall be proved that the Grantor Trustee was negligent in ascertaining the pertinent facts; (iii) The Grantor Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction written directions of the Grantor Trust Holder relating Majority Certificateholders, if such action or non-action relates to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee, or exercising any trust or other power conferred upon the Grantor Trustee, Trustee under this Agreement; andprovided, however, that no action shall be taken, suffered or omitted to be taken without the consent of the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than a majority of the Class A-5-1 Certificates; (iiiiv) The Grantor Trustee shall not in any way be personally liable for by reason of any error of judgment made insufficiency in good faith by any Responsible Officer, the Payment Account unless it shall be proved is determined by a court of competent jurisdiction that the Grantor Trustee Trustee’s negligence or willful misconduct was the primary cause of such Responsible Officer was negligent in ascertaining the pertinent facts. None of the provisions contained insufficiency; and (v) Anything in this Agreement to the contrary notwithstanding, in no event shall require the Grantor Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Grantor Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Grantor Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties as Grantor Trustee hereunder hereunder, or in the exercise of any of its rights or powers powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity satisfactory to the Grantor Trustee against such risk or liability is not reasonably assured to it. (e) All funds received by the Grantor Trustee and required to be deposited in the Payment Account pursuant to this Agreement will be promptly so deposited by the Grantor Trustee. (f) Except for those actions that the Grantor Trustee is required to take hereunder, the Grantor Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder in the absence of written direction as provided hereunder. (g) The Grantor Trustee hereby covenants and agrees that it will not at any time institute against the Grantor Trust, or join in any institution against the Grantor Trust of, any bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to this Agreement or any of the Underlying Operative Documents.

Duties of Grantor Trustee. The Grantor Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. The Grantor Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Grantor Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in the form required by this Agreement but the Grantor Trustee shall not be required to determine, confirm or recalculate information contained in such instruments. No provision of this Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; providedPROVIDED, howeverHOWEVER, that: (i) The duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Agreement, the Grantor 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 Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor 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 Grantor Trustee and conforming to the requirements of this Agreement; (ii) The Grantor 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 the Grantor Trust Holder relating to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee, or exercising any trust or power conferred upon the Grantor Trustee, under this Agreement; and (iii) The Grantor Trustee shall not be personally liable for any error of judgment made in good faith by any Responsible Officer, unless it shall be proved that the Grantor Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts. None of the provisions contained in this Agreement shall require the Grantor Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties as Grantor Trustee hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.