Common use of Duties of Indenture Trustee and the Securities Administrator Clause in Contracts

Duties of Indenture Trustee and the Securities Administrator. (a) If an Event of Default has occurred and is continuing, each of the Indenture Trustee and the Securities Administrator shall exercise the rights and powers vested in it by this 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) each of the Indenture Trustee and the Securities Administrator undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee or the Securities Administrator; and (ii) in the absence of bad faith on its part, each of the Indenture Trustee and the Securities Administrator 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 Indenture Trustee or the Securities Administrator and conforming to the requirements of this Indenture; however, each of the Indenture Trustee and the Securities Administrator shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) Neither the Indenture Trustee nor the Securities Administrator may be relieved from liability for its own negligent action, 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 6.01; (ii) neither the Indenture Trustee nor the Securities Administrator shall be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee or the Securities Administrator was negligent in ascertaining the pertinent facts; and (iii) neither the Indenture Trustee nor the Securities Administrator shall be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from Noteholders or from the Issuer, which they are entitled to give under the Basic Documents. (d) Neither the Indenture Trustee nor the Securities Administrator shall be liable for interest on any money received by it. (e) Money held in trust by the Indenture Trustee or the Securities Administrator need not be segregated from other trust funds except to the extent required by law or the terms of this Indenture or the Trust Agreement. (f) No provision of this Indenture shall require the Indenture Trustee or the Securities Administrator to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee and the Securities Administrator shall be subject to the provisions of this Section and to the provisions of the TIA. (h) The Indenture Trustee shall act in accordance with Section 6.03 of the Servicing Agreement and shall act as successor to the Master Servicer or appoint a successor Master Servicer in accordance with Section 6.04 of the Servicing Agreement. (i) In order to comply with its duties under U.S.A. Patriot Act, the Securities Administrator shall obtain and verify certain information and documentation from the other parties hereto, including, but not limited to, such party’s name, address, and other identifying information. (j) The Securities Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Deposit Date of the aggregate dollar amount of the funds received by the Securities Administrator from the Servicer on such Deposit Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 4.01 of the Servicing Agreement. (k) In the event that the Swap Provider fails to perform any of its obligations under the Interest Rate Swap Agreement (including, without limitation, its obligation to make any payment or transfer collateral), or breaches any of its representations and warranties thereunder, or in the event that any Event of Default, Termination Event, or Additional Termination Event (each as defined in the Interest Rate Swap Agreement) occurs with respect to the Interest Rate Swap Agreement, the Securities Administrator shall, promptly following actual notice of such failure, breach or event, notify the Depositor and send any notices and make any demands, on behalf of the Issuer, required to enforce the rights of the Issuer under the Interest Rate Swap Agreement. In the event that the Swap Provider’s obligations are guaranteed by a third party under a guaranty relating to the Interest Rate Swap Agreement (such guaranty the “Guaranty” and such third party the “Guarantor”), then to the extent that the Swap Provider fails to make any payment by the close of business on the day it is required to make payment under the terms of the Interest Rate Swap Agreement, the Securities Administrator shall, promptly following actual notice of the Swap Provider’s failure to pay, demand that the Guarantor make any and all payments then required to be made by the Guarantor pursuant to such Guaranty; provided, that the Securities Administrator shall in no event be liable for any failure or delay in the performance by the Swap Provider or any Guarantor of its obligations hereunder or pursuant to the Interest Rate Swap Agreement and the Guaranty, nor for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) in connection therewith. Upon an early termination of the Interest Rate Swap Agreement other than in connection with the optional redemption of the Notes, the Securities Administrator, at the direction of the Depositor, will use reasonable efforts to appoint a successor swap provider to enter into a new interest rate swap agreement on terms substantially similar to the Interest Rate Swap Agreement, with a successor swap provider meeting all applicable eligibility requirements. If the Securities Administrator receives a termination payment from the Swap Provider in connection with such early termination, the Securities Administrator will apply such termination payment to any upfront payment required to appoint the successor swap provider. If the Securities Administrator is required to pay a termination payment to the Swap Provider in connection with such early termination, the Securities Administrator will apply any upfront payment received from the successor swap provider to pay such termination payment. If the Indenture Trustee is unable to appoint a successor swap provider within 30 days of the early termination, then the Securities Administrator (acting on behalf of the Issuer) will deposit any termination payment received from the original Swap Provider into a separate, non-interest bearing reserve account and will, on each subsequent Payment Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Net Swap Payment, if any, that would have been paid to the Issuer by the original Swap Provider calculated in accordance with the terms of the original Interest Rate Swap Agreement, and distribute such amount in accordance with the terms of Section 3.05. Upon an early termination of the Interest Rate Swap Agreement in connection with the optional redemption of the Notes, if the Securities Administrator receives a termination payment from the Swap Provider, such termination payment will be distributed in accordance with Section 3.05.

Duties of Indenture Trustee and the Securities Administrator. (a) If an Event of Default has occurred and is continuing, each of the Indenture Trustee and the Securities Administrator shall exercise the rights and powers vested in it by this 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) each of the Indenture Trustee and the Securities Administrator undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee or the Securities Administrator; and (ii) in the absence of bad faith on its part, each of the Indenture Trustee and the Securities Administrator 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 Indenture Trustee or the Securities Administrator and conforming to the requirements of this Indenture; however, each of the Indenture Trustee and the Securities Administrator shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) Neither the Indenture Trustee nor the Securities Administrator may be relieved from liability for its own negligent action, 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 6.01; (ii) neither the Indenture Trustee nor the Securities Administrator shall be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee or the Securities Administrator was negligent in ascertaining the pertinent facts; and (iii) neither the Indenture Trustee nor the Securities Administrator shall be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from Noteholders or from the Issuer, which they are entitled to give under the Basic Documents. (d) Neither the Indenture Trustee nor the Securities Administrator shall be liable for interest on any money received by it. (e) Money held in trust by the Indenture Trustee or the Securities Administrator need not be segregated from other trust funds except to the extent required by law or the terms of this Indenture or the Trust Agreement. (f) No provision of this Indenture shall require the Indenture Trustee or the Securities Administrator to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee and the Securities Administrator shall be subject to the provisions of this Section and to the provisions of the TIA. (h) The Indenture Trustee shall act in accordance with Section 6.03 of the Servicing Agreement and shall act as successor to the Master Servicer or appoint a successor Master Servicer in accordance with Section 6.04 of the Servicing Agreement. (i) In order to comply with its duties under U.S.A. Patriot Act, each of the Indenture Trustee and the Securities Administrator shall obtain and verify certain information and documentation from the other parties hereto, including, but not limited to, such party’s name, address, and other identifying information. (j) The Securities Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Deposit Date of the aggregate dollar amount of the funds received by the Securities Administrator from the Servicer on such Deposit Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 4.01 of the Servicing Agreement. (k) In the event that the Swap Provider fails to perform any of its obligations under the Interest Rate Swap Agreement (including, without limitation, its obligation to make any payment or transfer collateral), or breaches any of its representations and warranties thereunder, or in the event that any Event of Default, Termination Event, or Additional Termination Event (each as defined in the Interest Rate Swap Agreement) occurs with respect to the Interest Rate Swap Agreement, the Securities Administrator shall, promptly following actual notice of such failure, breach or event, notify the Depositor and send any notices and make any demands, on behalf of the Issuer, required to enforce the rights of the Issuer under the Interest Rate Swap Agreement. In the event that the Swap Provider’s obligations are guaranteed by a third party under a guaranty relating to the Interest Rate Swap Agreement (such guaranty the “Guaranty” and such third party the “Guarantor”), then to the extent that the Swap Provider fails to make any payment by the close of business on the day it is required to make payment under the terms of the Interest Rate Swap Agreement, the Securities Administrator shall, promptly following actual notice of the Swap Provider’s failure to pay, demand that the Guarantor make any and all payments then required to be made by the Guarantor pursuant to such Guaranty; provided, that the Securities Administrator shall in no event be liable for any failure or delay in the performance by the Swap Provider or any Guarantor of its obligations hereunder or pursuant to the Interest Rate Swap Agreement and the Guaranty, nor for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) in connection therewith. Upon an early termination of the Interest Rate Swap Agreement other than in connection with the optional redemption of the Notes, the Securities Administrator, at the direction of the Depositor, will use reasonable efforts to appoint a successor swap provider to enter into a new interest rate swap agreement on terms substantially similar to the Interest Rate Swap Agreement, with a successor swap provider meeting all applicable eligibility requirements. If the Securities Administrator receives a termination payment from the Swap Provider in connection with such early termination, the Securities Administrator will apply such termination payment to any upfront payment required to appoint the successor swap provider. If the Securities Administrator is required to pay a termination payment to the Swap Provider in connection with such early termination, the Securities Administrator will apply any upfront payment received from the successor swap provider to pay such termination payment. If the Indenture Trustee is unable to appoint a successor swap provider within 30 days of the early termination, then the Securities Administrator (acting on behalf of the Issuer) will deposit any termination payment received from the original Swap Provider into a separate, non-interest bearing reserve account and will, on each subsequent Payment Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Net Swap Payment, if any, that would have been paid to the Issuer by the original Swap Provider calculated in accordance with the terms of the original Interest Rate Swap Agreement, and distribute such amount in accordance with the terms of Section 3.05. Upon an early termination of the Interest Rate Swap Agreement in connection with the optional redemption of the Notes, if the Securities Administrator receives a termination payment from the Swap Provider, such termination payment will be distributed in accordance with Section 3.05.

Duties of Indenture Trustee and the Securities Administrator. (a) If an Event of Default has occurred and is continuing, each of the Indenture Trustee and the Securities Administrator shall exercise the rights and powers vested in it by this 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) each of the Indenture Trustee and the Securities Administrator undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee or the Securities Administrator; and (ii) in the absence of bad faith on its part, each of the Indenture Trustee and the Securities Administrator 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 Indenture Trustee or the Securities Administrator and conforming to the requirements of this Indenture; however, each of the Indenture Trustee and the Securities Administrator shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) Neither the Indenture Trustee nor the Securities Administrator may be relieved from liability for its own negligent action, 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 6.01; (ii) neither the Indenture Trustee nor the Securities Administrator shall be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee or the Securities Administrator was negligent in ascertaining the pertinent facts; and (iii) neither the Indenture Trustee nor the Securities Administrator shall be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from Noteholders or from the Issuer, which they are entitled to give under the Basic Documents. (d) Neither the Indenture Trustee nor the Securities Administrator shall be liable for interest on any money received by it. (e) Money held in trust by the Indenture Trustee or the Securities Administrator need not be segregated from other trust funds except to the extent required by law or the terms of this Indenture or the Trust Agreement. (f) No provision of this Indenture shall require the Indenture Trustee or the Securities Administrator to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee and the Securities Administrator shall be subject to the provisions of this Section and to the provisions of the TIA. (h) The Indenture Trustee shall act in accordance with Section 6.03 of the Servicing Agreement and shall act as successor to the Master Servicer or appoint a successor Master Servicer in accordance with Section 6.04 of the Servicing Agreement. (i) In order to comply with its duties under U.S.A. Patriot Act, the Securities Administrator shall obtain and verify certain information and documentation from the other parties hereto, including, but not limited to, such party’s name, address, and other identifying information. (j) The Securities Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Deposit Date of the aggregate dollar amount of the funds received by the Securities Administrator from the Servicer on such Deposit Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 4.01 of the Servicing Agreement. (k) In The Indenture Trustee shall, at the event that written direction of the Swap Provider fails to perform any Depositor, enforce all of its obligations under the Interest Rate Swap Agreement (including, without limitation, its obligation to make rights and exercise any payment or transfer collateral), or breaches any of its representations and warranties thereunder, or in the event that any Event of Default, Termination Event, or Additional Termination Event (each as defined in the Interest Rate Swap Agreement) occurs with respect to the Interest Rate Swap Agreement, the Securities Administrator shall, promptly following actual notice of such failure, breach or event, notify the Depositor and send any notices and make any demands, on behalf of the Issuer, required to enforce the rights of the Issuer remedies under the Interest Rate Swap Agreement. In the event that the Swap Provider’s obligations are guaranteed by a third party under a guaranty relating to the Interest Rate Swap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (such guaranty the “Guaranty” and such third party the “Guarantor”as defined therein), then to the extent that the Swap Provider fails to make any payment by the close of business on the day it is required to make payment under the terms of the Interest Rate Swap Agreement, the Securities Administrator Indenture Trustee shall, promptly following actual notice of the Swap Provider’s failure to pay, demand that the Guarantor make any and all payments then required to be made by the Guarantor pursuant to such Guaranty; provided, that the Securities Administrator shall in no event be liable for any failure or delay in the performance by the Swap Provider or any Guarantor of its obligations hereunder or pursuant to the Interest Rate Swap Agreement and the Guaranty, nor for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) in connection therewith. Upon an early termination of the Interest Rate Swap Agreement other than in connection with the optional redemption of the Notes, the Securities Administrator, at the direction of the Depositor, will use reasonable efforts to appoint a successor swap provider replacement counterparty to enter into a new interest rate replacement swap agreement on terms substantially similar agreement. The Indenture Trustee shall have no responsibility with regard to the Interest Rate Swap Agreement, with selection of a successor replacement swap provider meeting all applicable eligibility requirementsor the negotiation of a replacement swap agreement. If Any Swap Termination Payment received by the Securities Administrator receives a termination payment from on behalf of the Swap Provider in connection with such early termination, the Securities Administrator will apply such termination payment Indenture Trustee shall be part of Available Funds and shall be used to make any upfront payment required to appoint the successor under a replacement swap provider. If the Securities Administrator is required to pay a termination payment to the Swap Provider in connection with such early termination, the Securities Administrator will apply agreement and any upfront payment received from the successor counterparty to a replacement swap provider agreement shall be used to pay such termination paymentany Swap Termination Payment owed to the Swap Provider. If the Indenture Trustee is unable to appoint a successor swap provider within 30 days of the early terminationEarly Termination Date, then the Securities Administrator (acting on behalf of the Issuer) will deposit any termination payment Swap Termination Payment received from the original Swap Provider into a separate, non-interest bearing reserve account and will, on each subsequent Payment Datepayment date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Net Swap Payment, if any, that would have been paid to the Issuer by the original Swap Provider calculated in accordance with the terms of the original Interest Rate Swap Agreement, and distribute such amount in accordance with the terms of Section 3.05. Upon an early termination of the Interest Rate Swap Agreement in connection with the optional redemption of the Notes, if the Securities Administrator receives a termination payment from the Swap Provider, such termination payment will be distributed in accordance with Section 3.05this Indenture.

Duties of Indenture Trustee and the Securities Administrator. (a) If an Event of Default has occurred and is continuing, each of the Indenture Trustee and the Securities Administrator shall exercise the rights and powers vested in it by this 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 's own affairs. (b) Except during the continuance of an Event of Default: (i) each of the Indenture Trustee and the Securities Administrator undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee or the Securities Administrator; and (ii) in the absence of bad faith on its part, each of the Indenture Trustee and the Securities Administrator 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 Indenture Trustee or the Securities Administrator and conforming to the requirements of this Indenture; however, each of the Indenture Trustee and the Securities Administrator shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) Neither the Indenture Trustee nor the Securities Administrator may be relieved from liability for its own negligent action, 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 6.01; (ii) neither the Indenture Trustee nor the Securities Administrator shall be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee or the Securities Administrator was negligent in ascertaining the pertinent facts; and (iii) neither the Indenture Trustee nor the Securities Administrator shall be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from Noteholders or from the Issuer, which they are entitled to give under the Basic Documents. (d) Neither the Indenture Trustee nor the Securities Administrator shall be liable for interest on any money received by it. (e) Money held in trust by the Indenture Trustee or the Securities Administrator need not be segregated from other trust funds except to the extent required by law or the terms of this Indenture or the Trust Agreement. (f) No provision of this Indenture shall require the Indenture Trustee or the Securities Administrator to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee and the Securities Administrator shall be subject to the provisions of this Section and to the provisions of the TIA. (h) The Indenture Trustee shall act in accordance with Section 6.03 of the Servicing Agreement and shall act as successor to the Master Servicer or appoint a successor Master Servicer in accordance with Section 6.04 of the Servicing Agreement. (i) In order to comply with its duties under U.S.A. Patriot Act, each of the Indenture Trustee and the Securities Administrator shall obtain and verify certain information and documentation from the other parties hereto, including, but not limited to, such party’s 's name, address, and other identifying indentifying information. (j) The Securities Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Deposit Date of the aggregate dollar amount of the funds received by the Securities Administrator from the Servicer on such Deposit Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 4.01 of the Servicing Agreement. (k) In the event that the Swap Provider fails to perform any of its obligations under the Interest Rate Swap Agreement (including, without limitation, its obligation to make any payment or transfer collateral), or breaches any of its representations and warranties thereunder, or in the event that any Event of Default, Termination Event, or Additional Termination Event (each as defined in the Interest Rate Swap Agreement) occurs with respect to the Interest Rate Swap Agreement, the Securities Administrator shall, promptly following actual notice of such failure, breach or event, notify the Depositor and send any notices and make any demands, on behalf of the Issuer, required to enforce the rights of the Issuer under the Interest Rate Swap Agreement. In the event that the Swap Provider’s obligations are guaranteed by a third party under a guaranty relating to the Interest Rate Swap Agreement (such guaranty the “Guaranty” and such third party the “Guarantor”), then to the extent that the Swap Provider fails to make any payment by the close of business on the day it is required to make payment under the terms of the Interest Rate Swap Agreement, the Securities Administrator shall, promptly following actual notice of the Swap Provider’s failure to pay, demand that the Guarantor make any and all payments then required to be made by the Guarantor pursuant to such Guaranty; provided, that the Securities Administrator shall in no event be liable for any failure or delay in the performance by the Swap Provider or any Guarantor of its obligations hereunder or pursuant to the Interest Rate Swap Agreement and the Guaranty, nor for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) in connection therewith. Upon an early termination of the Interest Rate Swap Agreement other than in connection with the optional redemption of the Notes, the Securities Administrator, at the direction of the Depositor, will use reasonable efforts to appoint a successor swap provider to enter into a new interest rate swap agreement on terms substantially similar to the Interest Rate Swap Agreement, with a successor swap provider meeting all applicable eligibility requirements. If the Securities Administrator receives a termination payment from the Swap Provider in connection with such early termination, the Securities Administrator will apply such termination payment to any upfront payment required to appoint the successor swap provider. If the Securities Administrator is required to pay a termination payment to the Swap Provider in connection with such early termination, the Securities Administrator will apply any upfront payment received from the successor swap provider to pay such termination payment. If the Indenture Trustee is unable to appoint a successor swap provider within 30 days of the early termination, then the Securities Administrator (acting on behalf of the Issuer) will deposit any termination payment received from the original Swap Provider into a separate, non-interest bearing reserve account and will, on each subsequent Payment Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Net Swap Payment, if any, that would have been paid to the Issuer by the original Swap Provider calculated in accordance with the terms of the original Interest Rate Swap Agreement, and distribute such amount in accordance with the terms of Section 3.05. Upon an early termination of the Interest Rate Swap Agreement in connection with the optional redemption of the Notes, if the Securities Administrator receives a termination payment from the Swap Provider, such termination payment will be distributed in accordance with Section 3.05.

Duties of Indenture Trustee and the Securities Administrator. (a) If an Event of Default has occurred and is continuing, each of the Indenture Trustee and the Securities Administrator shall exercise the rights and powers vested in it by this 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) each of the Indenture Trustee and the Securities Administrator undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee or the Securities Administrator; and (ii) in the absence of bad faith on its part, each of the Indenture Trustee and the Securities Administrator 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 Indenture Trustee or the Securities Administrator and conforming to the requirements of this Indenture; however, each of the Indenture Trustee and the Securities Administrator shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) Neither the Indenture Trustee nor the Securities Administrator may be relieved from liability for its own negligent action, 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 6.01; (ii) neither the Indenture Trustee nor the Securities Administrator shall be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee or the Securities Administrator was negligent in ascertaining the pertinent facts; and (iii) neither the Indenture Trustee nor the Securities Administrator shall be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from Noteholders or from the Issuer, which they are entitled to give under the Basic Documents. (d) Neither the Indenture Trustee nor the Securities Administrator shall be liable for interest on any money received by it. (e) Money held in trust by the Indenture Trustee or the Securities Administrator need not be segregated from other trust funds except to the extent required by law or the terms of this Indenture or the Trust Agreement. (f) No provision of this Indenture shall require the Indenture Trustee or the Securities Administrator to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee and the Securities Administrator shall be subject to the provisions of this Section and to the provisions of the TIA. (h) The Indenture Trustee shall act in accordance with Section 6.03 of the Servicing Agreement and shall act as successor to the Master Servicer or appoint a successor Master Servicer in accordance with Section 6.04 of the Servicing Agreement. (i) In order to comply with its duties under U.S.A. Patriot Act, each of the Indenture Trustee and the Securities Administrator shall obtain and verify certain information and documentation from the other parties hereto, including, but not limited to, such party’s name, address, and other identifying information. (j) The Securities Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Deposit Date of the aggregate dollar amount of the funds received by the Securities Administrator from the Servicer on such Deposit Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 4.01 of the Servicing Agreement. (k) In The Indenture Trustee shall, at the event that written direction of the Swap Provider fails to perform any Depositor, enforce all of its obligations under the Interest Rate Swap Agreement (including, without limitation, its obligation to make rights and exercise any payment or transfer collateral), or breaches any of its representations and warranties thereunder, or in the event that any Event of Default, Termination Event, or Additional Termination Event (each as defined in the Interest Rate Swap Agreement) occurs with respect to the Interest Rate Swap Agreement, the Securities Administrator shall, promptly following actual notice of such failure, breach or event, notify the Depositor and send any notices and make any demands, on behalf of the Issuer, required to enforce the rights of the Issuer remedies under the Interest Rate Swap Agreement. In the event that the Swap Provider’s obligations are guaranteed by a third party under a guaranty relating to the Interest Rate Swap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (such guaranty the “Guaranty” and such third party the “Guarantor”as defined therein), then to the extent that the Swap Provider fails to make any payment by the close of business on the day it is required to make payment under the terms of the Interest Rate Swap Agreement, the Securities Administrator Indenture Trustee shall, promptly following actual notice of the Swap Provider’s failure to pay, demand that the Guarantor make any and all payments then required to be made by the Guarantor pursuant to such Guaranty; provided, that the Securities Administrator shall in no event be liable for any failure or delay in the performance by the Swap Provider or any Guarantor of its obligations hereunder or pursuant to the Interest Rate Swap Agreement and the Guaranty, nor for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) in connection therewith. Upon an early termination of the Interest Rate Swap Agreement other than in connection with the optional redemption of the Notes, the Securities Administrator, at the direction of the Depositor, will use reasonable efforts to appoint a successor swap provider replacement counterparty to enter into a new interest rate replacement swap agreement on terms substantially similar agreement. The Indenture Trustee shall have no responsibility with regard to the Interest Rate Swap Agreement, with selection of a successor replacement swap provider meeting all applicable eligibility requirementsor the negotiation of a replacement swap agreement. If Any Swap Termination Payment received by the Securities Administrator receives a termination payment from on behalf of the Swap Provider in connection with such early termination, the Securities Administrator will apply such termination payment Indenture Trustee shall be part of Available Funds and shall be used to make any upfront payment required to appoint the successor under a replacement swap provider. If the Securities Administrator is required to pay a termination payment to the Swap Provider in connection with such early termination, the Securities Administrator will apply agreement and any upfront payment received from the successor counterparty to a replacement swap provider agreement shall be used to pay such termination payment. If the Indenture Trustee is unable any Swap Termination Payment owed to appoint a successor swap provider within 30 days of the early termination, then the Securities Administrator (acting on behalf of the Issuer) will deposit any termination payment received from the original Swap Provider into a separate, non-interest bearing reserve account and will, on each subsequent Payment Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Net Swap Payment, if any, that would have been paid to the Issuer by the original Swap Provider calculated in accordance with the terms of the original Interest Rate Swap Agreement, and distribute such amount in accordance with the terms of Section 3.05. Upon an early termination of the Interest Rate Swap Agreement in connection with the optional redemption of the Notes, if the Securities Administrator receives a termination payment from the Swap Provider, such termination payment will be distributed in accordance with Section 3.05.