Common use of Duties of the Collateral Agent Clause in Contracts

Duties of the Collateral Agent. (a) The Collateral Agent, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default has occurred and has not been cured or waived, the Collateral Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Collateral Agent shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Collateral Agent shall note it as such on the Initial Certification or Final Certification delivered pursuant to Section 2.06(b). (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 Note Insurer or the Indenture Trustee or with the consent of the Note Insurer or the Indenture Trustee; (iv) the Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Estate, the Noteholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties.

Duties of the Collateral Agent. (a) The Collateral Agent, prior to the occurrence of an Event of Default of which a Responsible Officer shall have actual knowledge and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default of which a Responsible Officer shall have actual knowledge has occurred and has not been cured or waived, the Collateral Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Collateral Agent shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Collateral Agent shall note it as such on the Initial Certification or Final Certification applicable certification delivered pursuant to Section 2.06(b)2.06. (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence of an Event of DefaultDefault of which a Responsible Officer shall have actual knowledge, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 this Agreement or at the direction of the Note Insurer Controlling Party or the Indenture Trustee or with the consent of the Note Insurer Controlling Party or the Indenture Trustee; (iv) the Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.0110.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust EstateFund, the Noteholders Certificateholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties.

Duties of the Collateral Agent. (ai) The Collateral Agent, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default has occurred and is continuing and the Collateral Agent has not been cured received written notice thereof from an Issuer, the Trustee or waivedany Additional Pari Passu Agent, the Collateral Agent shall may exercise such of the rights and powers vested in it by this AgreementAgreement and the Security Documents, and shall use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's his or her own affairs. (b) The Collateral Agent; provided that, upon receipt subject to the limitations on the obligations of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent which are specifically required to be furnished pursuant to take actions as provided herein, in the Indenture or any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Collateral Agent shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to the requirements of this Permitted Additional Pari Passu Lien Agreement, the Collateral Agent shall note it as such on exercise, or refrain from exercising, any remedies provided for herein, in accordance with the Initial Certification or Final Certification delivered pursuant to Section 2.06(b).written instructions of the Required Secured Parties; (cii) No provision of this Agreement shall be construed to relieve Except during the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence continuance of an Event of Default, and after the curing of all such Events of Default which may have occurred, : (A) the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, Agreement and the Collateral Agent shall not be liable except for the performance of such need perform only those duties and obligations as that are specifically set forth in this AgreementAgreement and the other Security Documents and no others, and no implied covenants or obligations shall be read into this Agreement or the Security Documents against the Collateral Agent Agent; and, (B) in the absence of bad faith on the part of the Collateral Agentits part, the Collateral Agent 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 Collateral Agent. (iii) The Collateral Agent and conforming may not be relieved from liability for its own gross negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that: (A) this paragraph does not limit the requirements effect of paragraph (ii) or (v) of this AgreementSECTION 11.1(a); (iiB) the Collateral Agent shall not be personally liable for an any error of judgment made in good faith by a Responsible Officer or other officers an officer of the Collateral Agent, unless it shall be is proved that the Collateral Agent was grossly negligent in ascertaining the pertinent facts;; and (iiiC) the Collateral Agent shall not be personally liable with respect to any action taken, suffered it takes or omitted omits to be taken by it take in good faith in accordance with a direction received by it at the direction of the Note Insurer Required Secured Parties, or for the Indenture Trustee method and place of conducting any proceeding for any remedy available to the Collateral Agent, or with exercising any trust or power conferred upon the consent of the Note Insurer Collateral Agent, under this Agreement or the Indenture Trustee;any other Security Document. (iv) Whether or not therein expressly so provided, every provision of this Agreement or any provision of any other Security Document that in any way relates to the Collateral Agent is subject to paragraphs (i), (ii), (iii), (v) and (vi) of this SECTION 11.1(a). (v) No provision of this Agreement or any other Security Document shall not be required require the Collateral Agent to expend or risk its own funds or otherwise incur financial liability any liability. (vi) The Collateral Agent shall not be liable for the performance of interest on any of its duties hereunder or the exercise of any of its rights or 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 money received by it and none of the provisions contained in this Agreement shall in any event require except as the Collateral Agent to perform, or be responsible for may agree in writing with the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Estate, the Noteholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed Grantors. Money held in trust by the Collateral Agent need not be segregated from other funds except to be genuine and to have been signed or presented the extent required by the proper party or partieslaw.

Duties of the Collateral Agent. (a) The Collateral Agent, prior to the occurrence of an Event of Default of which a Responsible Officer shall have actual knowledge and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default of which a Responsible Officer shall have actual knowledge has occurred and has not been cured or waived, the Collateral Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Collateral Agent shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Collateral Agent shall note it as such on the Initial Certification or Final Certification delivered pursuant to Section 2.06(b). (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence of an Event of DefaultDefault of which a Responsible Officer shall have actual knowledge , and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 this Agreement or at the direction of the Note Insurer or the Indenture Trustee or with the consent of the Note Insurer or the Indenture Trustee; (iv) the Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Estate, the Noteholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties.

Duties of the Collateral Agent. (a) The Collateral Agent, prior to the occurrence of an Event of Default of which a Responsible Officer shall have actual knowledge and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default of which a Responsible Officer shall have actual knowledge has occurred and has not been cured or waived, the Collateral Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Collateral Agent shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Collateral Agent shall note it as such on the Initial Certification or Final Certification delivered pursuant to Section 2.06(b). (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence of an Event of DefaultDefault of which a Responsible Officer shall have actual knowledge , and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 this Agreement or at the direction of the Note Certificate Insurer or the Indenture Trustee or with the consent of the Note Certificate Insurer or the Indenture Trustee; (iv) the Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.0110.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust EstateFund, the Noteholders Certificateholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties.

Duties of the Collateral Agent. (a) The Collateral Agent, prior to the occurrence of an Event of Default or an Amortization Event and after the curing of all Events of Default and Amortization Events which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default or an Amortization Event has occurred and has not been cured or waived, the Collateral Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Collateral Agent shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Collateral Agent shall note it as such on the Initial Certification or Final Certification Exceptions Report delivered pursuant to Section 2.06(b2.07(a). (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence of an Event of DefaultDefault or an Amortization Event, and after the curing of all such Events of Default or Amortization Events which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 Note Insurer or the Indenture Trustee or with the consent of the Note Insurer or the Indenture Trustee; (iv) the Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.0111.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecordingre-recording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Estate, the Noteholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties.

Duties of the Collateral Agent. (a) The Secured Parties hereby appoint FUSI to act solely on their behalf as Collateral Agent hereunder, and FUSI hereby accepts such appointment. The Collateral Agent, both prior to the occurrence of an a Termination Event of Default hereunder and after the curing of all Events of Default which may a Termination Event shall have occurredbeen cured or waived, undertakes shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If an The Collateral Agent shall at all times after the occurrence of a Termination Event of Default has occurred and which has not been cured or waived, the Collateral Agent shall waived exercise such of the rights and powers vested in it by pursuant to this Agreement, and use Agreement using the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's his or her own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to . All Collections received by the Collateral Agent which are specifically required from the Collection Agent or otherwise will, pending remittance to the Secured Party entitled thereto, be furnished pursuant held in trust by the Collateral Agent for the benefit of the Secured Parties and together with all other payment obligations of the Debtor hereunder owing to any provision the Secured Parties shall be payable to the Secured Parties in accordance with the provisions of ARTICLE II hereof. The Collateral Agent shall only resign if it shall (a) become incapable of acting as Collateral Agent in accordance with the terms of this Agreement, (b) be adjudicated insolvent or bankrupt or otherwise become subject to any bankruptcy, insolvency, reorganization or liquidation proceeding, (c) be no longer qualified as the Collateral Agent as such term is defined in the agreement governing its responsibility as Collateral Agent or otherwise be subject to replacement pursuant to or such agreement governing its responsibility as Collateral Agent or (d) materially breach any of the provisions of this Agreement or PROVIDED, FURTHER, that, without the consent of the Deal Agent, such resignation shall examine them to determine whether they conform on their face not be effective until a successor Collateral Agent acceptable to the requirements Deal Agent shall have accepted appointment as Collateral Agent hereunder and shall have agreed to be bound by the terms of this Agreement; provided. Except as otherwise provided herein, however, that the Collateral Agent shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Collateral Agent could take to make the performance of its duties hereunder permissible under applicable law. Any such determination permitting the resignation of the Collateral Agent shall be responsible for the accuracy or content evidenced as to CLAUSE (i) above by an opinion of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any counsel to such instrument is found not to conform on its face effect delivered to the requirements of this AgreementCollateral Agent and the Secured Parties. Notwithstanding the foregoing, the Collateral Agent shall note may resign if, after demand therefor, it as such on does not receive payment of any compensation due from the Initial Certification or Final Certification delivered Debtor pursuant to Section 2.06(b). (c) the letter agreement described in SECTION 6.2. No provision resignation of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to shall become effective until a successor Collateral Agent approved by the occurrence of an Event of Default, Deal Agent and after the curing of all such Events of Default which may successor Collateral Agent shall have occurred, assumed the duties responsibilities and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 Note Insurer or the Indenture Trustee or with the consent of the Note Insurer or the Indenture Trustee; (iv) the Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Estate, the Noteholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or partieshereunder.

Duties of the Collateral Agent. (ai) The Collateral Agent, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default has occurred and is continuing and the Collateral Agent has not been cured received written notice thereof from the Company, the Trustee or waivedany Additional Pari Passu Agent, the Collateral Agent shall may exercise such of the rights and powers vested in it by this AgreementAgreement and the Security Documents, and shall use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's his or her own affairs. (b) The Collateral Agent; provided that, upon receipt subject to the limitations on the obligations of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent which are specifically required to be furnished pursuant to take actions as provided herein, in the Indenture or any provision of this Additional Pari Passu Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Collateral Agent shall not be responsible exercise, or refrain from exercising, any remedies provided for herein, in accordance with the accuracy or content written instructions of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Collateral Agent shall note it as such on the Initial Certification or Final Certification delivered pursuant to Section 2.06(b).Required Secured Parties; (cii) No provision of this Agreement shall be construed to relieve Except during the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence continuance of an Event of Default, and after the curing of all such Events of Default which may have occurred, : (A) the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, Agreement and the Collateral Agent shall not be liable except for the performance of such need perform only those duties and obligations as that are specifically set forth in this AgreementAgreement and the other Security Documents and no others, and no implied covenants or obligations shall be read into this Agreement or the Security Documents against the Collateral Agent Agent; and, (B) in the absence of bad faith on the part of the Collateral Agentits part, the Collateral Agent 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 Collateral Agent. (iii) The Collateral Agent and conforming may not be relieved from liability for its own gross negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that: (A) this paragraph does not limit the requirements effect of paragraph (ii) or (v) of this AgreementSection 10(a); (iiB) the Collateral Agent shall not be personally liable for an any error of judgment made in good faith by a Responsible Officer or other officers an officer of the Collateral Agent, unless it shall be is proved that the Collateral Agent was grossly negligent in ascertaining the pertinent facts;; and (iiiC) the Collateral Agent shall not be personally liable with respect to any action taken, suffered it takes or omitted omits to be taken by it take in good faith in accordance with a direction received by it at the direction of the Note Insurer Required Secured Parties, or for the Indenture Trustee method and place of conducting any proceeding for any remedy available to the Collateral Agent, or with exercising any trust or power conferred upon the consent of the Note Insurer Collateral Agent, under this Agreement or the Indenture Trustee;any other Security Document. (iv) Whether or not therein expressly so provided, every provision of this Agreement or any provision of any other Security Document that in any way relates to the Collateral Agent is subject to paragraphs (i), (ii), (iii), (v) and (vi) of this Section 10(a). (v) No provision of this Agreement or any other Security Document shall not be required require the Collateral Agent to expend or risk its own funds or otherwise incur financial liability any liability. (vi) The Collateral Agent shall not be liable for the performance of interest on any of its duties hereunder or the exercise of any of its rights or 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 money received by it and none of the provisions contained in this Agreement shall in any event require except as the Collateral Agent to perform, or be responsible for may agree in writing with the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Estate, the Noteholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed Grantors. Money held in trust by the Collateral Agent need not be segregated from other funds except to be genuine and to have been signed or presented the extent required by the proper party or partieslaw.

Duties of the Collateral Agent. (a) The Collateral Agent, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default has occurred and is continuing and the Collateral Agent has not been cured received written notice thereof from a Grantor or waivedthe Trustee, the Collateral Agent shall may exercise such of the rights and powers vested in it by the Indenture, this Agreement, Agreement and use the same degree other Collateral Documents. The permissive right of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent which are specifically required to take or refrain from taking any actions enumerated in the Indenture, this Agreement or any other Collateral Document shall not be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that construed as a duty and the Collateral Agent shall not be responsible for the accuracy subject to any fiduciary or content other implied duties of any resolutionkind or nature to any Secured Party, certificate, statement, opinion, report, document, order regardless of whether an Event of Default has occurred or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Collateral Agent shall note it as such on the Initial Certification or Final Certification delivered pursuant to Section 2.06(b). (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:occurring; (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default which may have occurred, the contractual duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this AgreementAgreement and the Indenture, and the Collateral Agent shall not be liable except for the performance of such need perform only those contractual duties and obligations as that are specifically set forth in the Indenture, this AgreementAgreement and the other Collateral Documents and no others, and no implied covenants or obligations shall be read into the Indenture, this Agreement or the other Collateral Documents against the Collateral Agent and, Agent; and (ii) in the absence of bad faith on the part of the Collateral Agentits part, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates Officers’ Certificates or opinions Opinions of Counsel furnished to the Collateral Agent. (c) The Collateral Agent and conforming may not be relieved from liability for its own gross negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that: (i) this paragraph does not limit the requirements effect of paragraph (b) or (e) of this AgreementSection 8.2; (ii) the Collateral Agent shall not be personally liable for an any error of judgment made in good faith by a Responsible Officer or other officers an officer of the Collateral Agent, unless it shall be is proved that the Collateral Agent was grossly negligent in ascertaining the pertinent facts;; and (iii) the Collateral Agent shall not be personally liable with respect to any action taken, suffered it takes or omitted omits to be taken by it take in good faith in accordance with a direction received by it at the direction of the Note Insurer Secured Parties, or for the Indenture Trustee method and place of conducting any proceeding for any remedy available to the Collateral Agent, or with exercising any trust or power conferred upon the consent of the Note Insurer Collateral Agent, under this Agreement or the Indenture Trustee;any other Collateral Document. (ivd) Whether or not therein expressly so provided, every provision of this Agreement or any provision of any other Collateral Document that in any way relates to the Collateral Agent is subject to paragraphs (a), (b), (c), (e) and (f) of this Section 8.2. (e) No provision of this Agreement or any other Collateral Document shall not be required require the Collateral Agent to expend or risk its own funds or otherwise incur financial liability any liability. (f) The Collateral Agent shall not be liable for the performance of interest on any of its duties hereunder or the exercise of any of its rights or 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 money received by it and none of the provisions contained in this Agreement shall in any event require except as the Collateral Agent to perform, or be responsible for may agree in writing with the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Estate, the Noteholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed Grantors. Money held in trust by the Collateral Agent need not be segregated from other funds except to be genuine and to have been signed or presented the extent required by the proper party or partieslaw.

Duties of the Collateral Agent. (a) The Collateral Agent, both prior to the occurrence of an a Termination Event of Default hereunder and after the curing of all Events of Default which may a Termination Event shall have occurredbeen cured or waived, undertakes shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If an The Collateral Agent shall at all times after the occurrence of a Termination Event of Default has occurred and which has not been cured or waived, the Collateral Agent shall waived exercise such of the rights and powers vested in it by pursuant to this Agreement, and use Agreement using the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's his or her own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to . All Collections received by the Collateral Agent which are specifically required to be furnished pursuant to any provision of this Agreementfrom the Servicer or otherwise will, shall examine them to determine whether they conform on their face pending remittance to the requirements Secured Party entitled thereto, be held in trust by the Collateral Agent for the benefit of this Agreement; providedthe Secured Parties and together with all other payment obligations of the Debtor hereunder owing to the Secured Parties shall be payable to the Secured Parties in accordance with the provisions of Article V hereof. Except as otherwise provided herein, however, that the Collateral Agent shall not be responsible for resign from the accuracy or content obligations and duties hereby imposed on it except upon determination that (i) the performance of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument its duties hereunder is found not to conform on its face to the requirements of this Agreement, no longer permissible under applicable law and (ii) there is no reasonable action which the Collateral Agent shall note it as could take to make the performance of its duties hereunder permissible under applicable law. Any such on determination permitting the Initial Certification or Final Certification delivered pursuant to Section 2.06(b). (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default which may have occurred, the duties and obligations resignation of the Collateral Agent shall be determined solely evidenced as to clause (i) above by an opinion of counsel to such effect delivered to the express provisions of this Agreement, Secured Parties. Notwithstanding the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agentforegoing, the Collateral Agent may conclusively relyresign if, as after demand therefor, it does not receive payment of any compensation due from the Debtor pursuant to the truth letter agreement described in Section 7.2. No resignation of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by become effective until a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the successor Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 Note Insurer or the Indenture Trustee or with the consent of the Note Insurer or the Indenture Trustee; (iv) the Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Estate, the Noteholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties.approved by

Duties of the Collateral Agent. (a) The Secured Parties hereby appoint NationsBank, to act solely on their behalf as Collateral Agent hereunder, and NationsBank hereby accepts such appointment. The Collateral Agent, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes Agent shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default has occurred and has not been cured or waived, the The Collateral Agent shall exercise such only resign if it shall (i) become incapable of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise acting as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent which are specifically required to be furnished pursuant to any provision in accordance with the terms of this Agreement, shall examine them (ii) be adjudicated insolvent or bankrupt or otherwise become subject to determine whether they conform on their face any bankruptcy, insolvency, reorganization or liquidation proceeding, (iii) be no longer qualified as the Collateral Agent as such term is defined in the agreement governing its responsibility as Collateral Agent or otherwise be subject to replacement pursuant to or such agreement governing its responsibility as Collateral Agent or (iv) materially breach any of the requirements provisions of this Agreement; provided, howeverfurther, that that, without the consent of the Agent and the Insurance Provider, such resignation shall not be effective until a successor Collateral Agent acceptable to the Insurance Provider shall have accepted appointment as Collateral Agent hereunder and shall have agreed to be bound by the terms of this Agreement. Except as otherwise provided herein, the Collateral Agent shall not be responsible for resign from the accuracy or content obligations and duties hereby imposed on it except upon determination that (i) the performance of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument its duties hereunder is found not to conform on its face to the requirements of this Agreement, no longer permissible under applicable law and (ii) there is no reasonable action which the Collateral Agent shall note it as could take to make the performance of its duties hereunder permissible under applicable law. Any such on determination permitting the Initial Certification or Final Certification delivered pursuant to Section 2.06(b). (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default which may have occurred, the duties and obligations resignation of the Collateral Agent shall be determined solely evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the express provisions Secured Parties. The Collateral Agent shall maintain fidelity bond coverage insuring against losses through wrongdoing of this Agreement, its officers and employees who are involved in the administration of Collections covering such actions and in such amounts as the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent shall not be personally liable with respect to any action taken, suffered or omitted believes to be taken by it reasonable in good faith in accordance with the direction light of the Note Insurer or the Indenture Trustee or with the consent of the Note Insurer or the Indenture Trustee; (iv) the Collateral Agent shall not be required industry standards from time to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Estate, the Noteholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or partiestime.

Duties of the Collateral Agent. (a) The Collateral Agent, prior to the occurrence of an Event of Default of which a Responsible Officer shall have actual knowledge and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default of which a Responsible Officer shall have actual knowledge has occurred and has not been cured or waived, the Collateral Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Collateral Agent shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Collateral Agent shall note it as such on the Initial Certification or Final Certification applicable certification delivered pursuant to Section 2.06(b)2.06. (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence of an Event of DefaultDefault of which a Responsible Officer shall have actual knowledge, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 this Agreement or at the direction of the Note Certificate Insurer or the Indenture Trustee or with the consent of the Note Certificate Insurer or the Indenture Trustee; (iv) the Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.0110.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust EstateFund, the Noteholders Certificateholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties.. 118

Duties of the Collateral Agent. (a) The Secured Party hereby appoints First Union Capital Markets Corp. to act on its behalf as Collateral Agent hereunder, and First Union Capital Markets Corp. hereby accepts such appointment. The Collateral Agent, both prior to the occurrence of an a Termination Event, Amortization Event of Default or Wind-Down Event hereunder and after the curing of all Events of Default which may an Amortization Event or Wind-Down Event shall have occurredbeen cured or waived, undertakes shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If an The Collateral Agent shall at all times after the occurrence of a Termination Event, Amortization Event of Default has occurred and or Wind-Down Event which has not been cured (except in the case of a Termination Event) or waived, the Collateral Agent shall waived exercise such of the rights and powers vested in it by pursuant to this Agreement, and use Agreement using the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's his or her own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to . All Collections received by the Collateral Agent which are specifically required from the Servicer or otherwise will, pending remittance to the Secured Party entitled thereto, be furnished pursuant held in trust by the Collateral Agent for the benefit of the Secured Party and together with all other payment obligations of the Debtor hereunder owing to any provision the Secured Party shall be payable to the Secured Party in accordance with the provisions of Article V hereof. The Collateral Agent shall only resign if it shall (i) become incapable of acting as Collateral Agent in accordance with the terms of this Agreement, shall examine them (ii) be adjudicated insolvent or bankrupt or otherwise become subject to determine whether they conform on their face to the requirements of this Agreement; providedany bankruptcy, howeverinsolvency, that reorganization or liquidation proceeding, (iii) be no longer qualified as the Collateral Agent shall not be responsible for as such term is defined in the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on agreement governing its face to the requirements of this Agreement, the responsibility as Collateral Agent shall note it as such on the Initial Certification or Final Certification delivered otherwise be subject to replacement pursuant to Section 2.06(b). or such agreement governing its responsibility as Collateral Agent or (civ) No provision materially breach any of the provisions of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent actionsuch Agreement or PROVIDED, its own negligent failure to act or its own willful misconduct; provided, howeverFURTHER, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 Note Insurer or the Indenture Trustee or with without the consent of the Note Insurer or Company and the Indenture Trustee; (iv) the Collateral Agent Deal Agent, such resignation shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the effective until a successor Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject acceptable to the other provisions of this Agreement and without limiting the generality of this Section 9.01, the Collateral Deal Agent shall have no duty (A) accepted appointment as Collateral Agent hereunder and shall have agreed to see to any recording, filing, or depositing be bound by the terms of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Estate, the Noteholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or partiesAgreement.

Duties of the Collateral Agent. (a) The Collateral Agent, prior to the occurrence of an Event of Default of which a Responsible Officer shall have actual knowledge and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default of which a Responsible Officer shall have actual knowledge has occurred and has not been cured or waived, the Collateral Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Collateral Agent shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Collateral Agent shall note it as such on the Initial Certification or Final Certification applicable certification delivered pursuant to Section 2.06(b)2.06. (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence of an Event of DefaultDefault of which a Responsible Officer shall have actual knowledge, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 this Agreement or at the direction of the Note Insurer Controlling Party or the Indenture Trustee or with the consent of the Note Insurer Controlling Party or the Indenture Trustee; (iv) the Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.0110.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust EstateFund, the Noteholders Certificateholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties.. 100

Duties of the Collateral Agent. (a) The Secured Parties hereby appoint Xxxxx Fargo Bank, National Association to act solely on their behalf as Collateral Agent hereunder, and Xxxxx Fargo Bank, National Association hereby accepts such appointment. The Collateral Agent, both prior to the occurrence of an a Termination Event, Amortization Event of Default or Wind-Down Event hereunder and after the curing of all Events of Default which may an Amortization Event or Wind-Down Event shall have occurredbeen cured or waived, undertakes shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If an The Collateral Agent shall at all times after the occurrence of a Termination Event, Amortization Event of Default has occurred and or Wind-Down Event which has not been cured (except in the case of a Termination Event) or waived, the Collateral Agent shall waived exercise such of the rights and powers vested in it by pursuant to this Agreement, and use Agreement using the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's his or her own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to . All Collections received by the Collateral Agent which are specifically required from the Servicer or otherwise will, pending remittance to the Secured Party entitled thereto, be furnished pursuant held in trust by the Collateral Agent for the benefit of the Secured Parties and together with all other payment obligations of the Debtor hereunder owing to any provision the Secured Parties shall be payable to the Secured Parties in accordance with the provisions of Article V hereof. The Collateral Agent shall only resign if it shall (i) become incapable of acting as Collateral Agent in accordance with the terms of this Agreement, (ii) be adjudicated insolvent or bankrupt or otherwise become subject to any bankruptcy, insolvency, reorganization or liquidation proceeding, (iii) be no longer qualified as the Collateral Agent as such term is defined in the agreement governing its responsibility as Collateral Agent or otherwise be subject to replacement pursuant to or such agreement governing its responsibility as Collateral Agent or (iv) materially breach any of the provisions of this Agreement such Agreement or provided, further, that, without the consent of the Company and the Surety Bond Provider, such resignation shall examine them to determine whether they conform on their face not be effective until a successor Collateral Agent acceptable to the requirements Surety Bond Provider shall have accepted appointment as Collateral Agent hereunder and shall have agreed to be bound by the terms of this Agreement; provided. Except as otherwise provided herein, however, that the Collateral Agent shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Collateral Agent could take to make the performance of its duties hereunder permissible under applicable law. Any such determination permitting the resignation of the Collateral Agent shall be responsible for the accuracy or content evidenced as to clause (i) above by an opinion of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any counsel to such instrument is found not to conform on its face effect delivered to the requirements of this AgreementSecured Parties. Notwithstanding the foregoing, the Collateral Agent shall note may resign if, after demand therefor, it as such on does not receive payment of any compensation due from the Initial Certification or Final Certification delivered Debtor pursuant to the letter agreement described in Section 2.06(b). (c) 7.2. No provision resignation of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to shall become effective until a successor Collateral Agent approved by the occurrence of an Event of Default, and after Secured Parties shall have assumed the curing of all such Events of Default which may have occurred, the duties responsibilities and obligations of the Collateral Agent hereunder. This Agreement shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, administered in the absence of bad faith on the part Corporate Trust Office of the Collateral Agent, . The Collateral Agent shall maintain fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the administration of Collections covering such actions and in such amounts as the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent shall not be personally liable with respect to any action taken, suffered or omitted believes to be taken by it reasonable in good faith in accordance with the direction light of the Note Insurer or the Indenture Trustee or with the consent of the Note Insurer or the Indenture Trustee; (iv) the Collateral Agent shall not be required industry standards from time to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Estate, the Noteholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or partiestime.

Duties of the Collateral Agent. (a) The Collateral Agent, prior to the occurrence of an Event of Default of which a Responsible Officer shall have actual knowledge and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of 108 Default of which a Responsible Officer shall have actual knowledge has occurred and has not been cured or waived, the Collateral Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Collateral Agent shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Collateral Agent shall note it as such on the Initial Certification or Final Certification delivered pursuant to Section 2.06(b). (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence of an Event of DefaultDefault of which a Responsible Officer shall have actual knowledge, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 this Agreement or at the direction of the Note Certificate Insurer or the Indenture Trustee or with the consent of the Note Certificate Insurer or the Indenture Trustee; (iv) the Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or powers if there is reasonable ground for believing that 109 the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.0110.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust EstateFund, the Noteholders Certificateholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties.

Duties of the Collateral Agent. (a) The Secured Parties hereby appoint Bank of America to act solely on their behalf as Collateral Agent hereunder, and Bank of America hereby accepts such appointment. The Collateral Agent, both prior to the occurrence of an a Termination Event of Default hereunder and after the curing of all Events of Default which may a Termination Event shall have occurredbeen cured or waived, undertakes shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If an The Collateral Agent shall at all times after the occurrence of a Termination Event of Default has occurred and which has not been cured or waived, the Collateral Agent shall waived exercise such of the rights and powers vested in it by pursuant to this Agreement, and use Agreement using the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's his or her own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to . All Collections received by the Collateral Agent which are specifically required from the Collection Agent or otherwise will, pending remittance to the Secured Party entitled thereto, be furnished pursuant held in trust by the Collateral Agent for the benefit of the Secured Parties and together with all other payment obligations of the Debtor hereunder owing to any provision the Secured Parties shall be payable to the Secured Parties in accordance with the provisions of Article II hereof. The Collateral Agent shall only resign if it shall (i) become incapable of acting as Collateral Agent in accordance with the terms of this Agreement, shall examine them (ii) be adjudicated insolvent or bankrupt or otherwise become subject to determine whether they conform on their face to the requirements of this Agreement; providedany bankruptcy, howeverinsolvency, that reorganization or liquidation proceeding, (iii) be no longer qualified as the Collateral Agent shall not be responsible for as such term is defined in the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on agreement governing its face to the requirements of this Agreement, the responsi bility as Collateral Agent shall note it as such on the Initial Certification or Final Certification delivered otherwise be subject to replacement pursuant to Section 2.06(b). or such agreement governing its responsibility as Collateral Agent or (civ) No provision materially breach any of the provisions of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, howeverfurther, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 Note Insurer or the Indenture Trustee or with without the consent of the Note Insurer or Agent and the Indenture Trustee; (iv) the Collateral Agent Insurer, such resignation shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the effective until a successor Collateral Agent acceptable to perform, or the Insurer shall have accepted appointment as Collateral Agent hereunder and shall have agreed to be responsible for bound by the manner terms of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Estate, the Noteholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties.

Duties of the Collateral Agent. (a) The Collateral Agent, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may Agent shall not have occurred, undertakes to perform such any duties and only such duties as are specifically or obligations except those expressly set forth in this AgreementAgreement or the other Loan Documents. If an Event Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and has is continuing, (b) the Collateral Agent shall not been cured have any duty to take any discretionary action or waivedexercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement or the other Loan Documents that the Collateral Agent is required to exercise in writing as directed by the Required Lenders, and (c) except as expressly set forth in this Agreement or the other Loan Documents, the Collateral Agent shall exercise such not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers that is communicated to or obtained by the bank serving as the Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent person would exercise Required Lenders or use under the circumstances in the conduct absence of such person's its own affairs. (b) gross negligence or willful misconduct as determined by the final, non-appealable judgment of a court of competent jurisdiction. The Collateral Agent, upon receipt Agent shall be deemed not to have knowledge of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished any Default unless and until written notice thereof is given to the Collateral Agent which are specifically required to be furnished pursuant to any provision of this Agreementby a Borrower or a Lender, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the accuracy or content contents of any resolution, certificate, statementreport or other document delivered hereunder or in connection with any Loan Document, opinion(iii) the performance or observance of any of the covenants, reportagreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, order or (v) the satisfaction of any condition set forth in Article IV of the Credit Agreement or elsewhere in any Loan Document, other instrument furnished by any Person hereunder. If any such instrument is found not than to conform on its face confirm receipt of items expressly required to be delivered to the requirements of this Agreement, Collateral Agent. The powers conferred on the Collateral Agent hereunder are solely to protect its interest (on behalf of the Secured Parties) in the Collateral and shall note not impose any duty on it as to exercise any such on the Initial Certification or Final Certification delivered pursuant to Section 2.06(b)powers. (cn) No provision The Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of this Agreement the Collateral in its possession, under Section 9-207 of the U.C.C. or otherwise, shall be construed to relieve deal with it in the same manner as the Collateral Agent from liability deals with similar property for its own negligent actionaccount. Neither the Collateral Agent nor any of its Related Parties shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof (including (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Property, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, and (ii) the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral). The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its own negligent Related Parties shall be responsible to any Pledgor for any act or failure to act or its own willful misconduct; providedhereunder, however, that: (i) prior except to the occurrence extent that any such act or failure to act is determined by a court of an Event of Default, competent jurisdiction by final and after nonappealable judgment to have resulted from the curing of all such Events of Default which may have occurred, the duties and obligations gross negligence or willful misconduct of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 Note Insurer or the Indenture Trustee or with the consent of the Note Insurer or the Indenture Trustee; (iv) the Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Estate, the Noteholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or partiesRelated Parties.

Duties of the Collateral Agent. (a) The Secured Parties hereby appoint Texas Commerce Bank National Association to act solely on their behalf as Collateral Agent hereunder, and Texas Commerce Bank National Association hereby accepts such appointment. The Collateral Agent, both prior to the occurrence of an a Termination Event, Amortization Event of Default or Wind-Down Event hereunder and after the curing of all Events of Default which may an Amortization Event or Wind-Down Event shall have occurredbeen cured or waived, undertakes shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If an The Collateral Agent shall at all times after the occurrence of a Termination Event, Amortization Event of Default has occurred and or Wind-Down Event which has not been cured (except in the case of a Termination Event) or waived, the Collateral Agent shall waived exercise such of the rights and powers vested in it by pursuant to this Agreement, and use Agreement using the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's his or her own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to . All Collections received by the Collateral Agent which are specifically required from the Servicer or otherwise will, pending remittance to the Secured Party entitled thereto, be furnished pursuant held in trust by the Collateral Agent for the benefit of the Secured Parties and together with all other payment obligations of the Debtor hereunder owing to any provision the Secured Parties shall be payable to the Secured Parties in accordance with the provisions of Article V hereof. The Collateral Agent shall only resign if it shall (i) become incapable of acting as Collateral Agent in accordance with the terms of this Agreement, shall examine them (ii) be adjudicated insolvent or bankrupt or otherwise become subject to determine whether they conform on their face to the requirements of this Agreement; providedany bankruptcy, howeverinsolvency, that reorganization or liquidation proceeding, (iii) be no longer qualified as the Collateral Agent shall not be responsible for as such term is defined in the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on agreement governing its face to the requirements of this Agreement, the responsibility as Collateral Agent shall note it as such on the Initial Certification or Final Certification delivered otherwise be subject to replacement pursuant to Section 2.06(b). or such agreement governing its responsibility as Collateral Agent or (civ) No provision materially breach any of the provisions of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent actionsuch Agreement or PROVIDED, its own negligent failure to act or its own willful misconduct; provided, howeverFURTHER, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 Note Insurer or the Indenture Trustee or with without the consent of the Note Insurer or Company and the Indenture Trustee; (iv) the Collateral Agent Surety Bond Provider, such resignation shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the effective until a successor Collateral Agent acceptable to perform, or the Surety Bond Provider shall have accepted appointment as Collateral Agent hereunder and shall have agreed to be responsible for bound by the manner terms of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Estate, the Noteholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties.

Duties of the Collateral Agent. (a) The Collateral Agent, prior to the occurrence of an Event of Default of which a Responsible Officer shall have actual knowledge and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default of which a Responsible Officer shall have actual knowledge has occurred and has not been cured or waived, the Collateral Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Collateral Agent shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Collateral Agent shall note it as such on the Initial Certification or Final Certification delivered pursuant to Section 2.06(b). (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence of an Event of DefaultDefault of which a Responsible Officer shall have actual knowledge , and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement;; 104 (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 this Agreement or at the direction of the Note Certificate Insurer or the Indenture Trustee or with the consent of the Note Certificate Insurer or the Indenture Trustee; (iv) the Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.0110.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust EstateFund, the Noteholders Certificateholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties.

Duties of the Collateral Agent. (a). (a) The Collateral Agent, prior to the occurrence of an Event of Default of which a Responsible Officer shall have actual knowledge and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default of which a Responsible Officer shall have actual knowledge has occurred and has not been cured or waived, the Collateral Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Collateral Agent shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Collateral Agent shall note it as such on the Initial Certification or Final Certification applicable certification delivered pursuant to Section 2.06(b)2.06. (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence of an Event of DefaultDefault of which a Responsible Officer shall have actual knowledge, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 this Agreement or at the direction of the Note Insurer Controlling Party or the Indenture Trustee or with the consent of the Note Insurer Controlling Party or the Indenture Trustee; (iv) the Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.0110.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust EstateFund, the Noteholders Certificateholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties.

Duties of the Collateral Agent. (a) The Collateral Agent, prior to the occurrence of an Event of Default or an Amortization Event and after the curing of all Events of Default and Amortization Events which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default or an Amortization Event has occurred and has not been cured or waived, the Collateral Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Collateral Agent shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Collateral Agent shall note it as such on the Initial Certification or Final Certification delivered pursuant to Section 2.06(b). (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence of an Event of DefaultDefault or an Amortization Event, and after the curing of all such Events of Default or Amortization Events which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 Note Insurer or the Indenture Trustee or with the consent of the Note Insurer or the Indenture Trustee; (iv) the Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.0111.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecordingre-recording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Estate, the Noteholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties.

Duties of the Collateral Agent. (a) The Collateral Agent, prior to the occurrence of an Event of Default of which a Responsible Officer shall have actual knowledge and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default of which a Responsible Officer shall have actual knowledge has occurred and has not been cured or waived, the Collateral Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Collateral Agent shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Collateral Agent shall note it as such on the Initial Certification or Final Certification delivered pursuant to Section 2.06(b). (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence of an Event of DefaultDefault of which a Responsible Officer shall have actual knowledge, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 this Agreement or at the direction of the Note Certificate Insurer or the Indenture Trustee or with the consent of the Note Certificate Insurer or the Indenture Trustee; (iv) the Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.0110.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust EstateFund, the Noteholders Certificateholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties.

Duties of the Collateral Agent. (a) The Collateral Agent, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may Agent shall not have occurred, undertakes to perform such any duties and only such duties as are specifically or obligations except those expressly set forth in this AgreementAgreement or the other Loan Documents. If an Event Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and has is continuing, (b) the Collateral Agent shall not been cured have any duty to take any discretionary action or waivedexercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement or the other Loan Documents that the Collateral Agent is required to exercise in writing as directed by the Required Lenders, and (c) except as expressly set forth in this Agreement or the other Loan Documents, the Collateral Agent shall exercise such not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers that is communicated to or obtained by the bank serving as the Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the rights Required Lenders or in the absence of its own gross negligence or willful misconduct as determined by the final, non-appealable judgment of a court of competent jurisdiction. The Collateral Agent shall be deemed not to have knowledge of any Default unless and powers vested in it until written notice thereof is given to the Collateral Agent by this Agreementa Borrower or a Lender, and use the same degree Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of care and skill any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV of the Credit Agreement or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent. The powers conferred on the Collateral Agent hereunder are solely to protect its exercise as a prudent person would exercise or use under interest (on behalf of the circumstances Secured Parties) in the conduct of Collateral and shall not impose any duty on it to exercise any such person's own affairspowers. (b) The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the U.C.C. or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent nor any of its Related Parties shall be liable for failure to demand, collect or realize upon receipt any of all resolutions, certificates, statements, opinions, reports, documents, orders the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Pledgor or any other instruments furnished Person or to take any other action whatsoever with regard to the Collateral Agent which are specifically required or any part thereof (including (i) ascertaining or taking action with respect to be furnished pursuant calls, conversions, exchanges, maturities, tenders or other matters relative to any provision of this AgreementPledged Property, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that or not the Collateral Agent shall not be responsible for has or is deemed to have knowledge of such matters, and (ii) the accuracy or content taking of any resolutionnecessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral). The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, and neither the Collateral Agent shall note it as such on the Initial Certification or Final Certification delivered pursuant to Section 2.06(b). (c) No provision nor any of this Agreement its Related Parties shall be construed responsible to relieve the Collateral Agent from liability any Pledgor for its own negligent action, its own negligent any act or failure to act or its own willful misconduct; providedhereunder, however, that: (i) prior except to the occurrence extent that any such act or failure to act is determined by a court of an Event of Default, competent jurisdiction by final and after nonappealable judgment to have resulted from the curing of all such Events of Default which may have occurred, the duties and obligations gross negligence or willful misconduct of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 Note Insurer or the Indenture Trustee or with the consent of the Note Insurer or the Indenture Trustee; (iv) the Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Estate, the Noteholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or partiesRelated Parties.

Duties of the Collateral Agent. (a) The Secured Parties hereby appoint NationsBank to act solely on their behalf as Collateral Agent hereun der, and NationsBank hereby accepts such appointment. The Collateral Agent, both prior to the occurrence of an a Termination Event of Default hereunder and after the curing of all Events of Default which may a Termination Event shall have occurredbeen cured or waived, undertakes shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If an The Collateral Agent shall at all times after the occurrence of a Termination Event of Default has occurred and which has not been cured or waived, the Collateral Agent shall waived exercise such of the rights and powers vested in it by pursuant to this Agreement, and use Agreement using the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's his or her own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to . All Collections received by the Collateral Agent which are specifically required from the Collection Agent or otherwise will, pending remittance to the Secured Party entitled thereto, be furnished pursuant held in trust by the Collateral Agent for the benefit of the Secured Parties and to any provision gether with all other payment obligations of the Debtor hereunder owing to the Secured Parties shall be payable to the Secured Parties in accordance with the provi sions of Article II hereof. The Collateral Agent shall only resign if it shall (i) become incapable of acting as Collateral Agent in accordance with the terms of this Agreement, (ii) be adjudicated insolvent or bankrupt or otherwise become subject to any bankruptcy, insolvency, reorganization or liquidation proceeding, (iii) be no longer qualified as the Collateral Agent as such term is defined in the agreement governing its responsibility as Collateral Agent or otherwise be subject to replacement pursuant to or such agreement governing its responsibility as Collateral Agent or (iv) materially breach any of the provisions of this Agreement or provided, further, that, without the consent of the Agent and the Insurer, such resignation shall examine them to determine whether they conform on their face not be effective until a successor Collateral Agent acceptable to the requirements Insurer shall have accepted appointment as Collat eral Agent hereunder and shall have agreed to be bound by the terms of this Agreement; providedAgree ment. Except as otherwise provided herein, however, that the Collateral Agent shall not be responsible for resign from the accuracy or content obligations and duties hereby imposed on it except upon determina tion that (i) the performance of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument its duties hereunder is found not to conform on its face to the requirements of this Agreement, no longer permissible under applicable law and (ii) there is no reasonable action which the Collateral Agent shall note it as could take to make the performance of its duties hereunder permissible under applicable law. Any such on determination permitting the Initial Certification or Final Certification delivered pursuant to Section 2.06(b). (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default which may have occurred, the duties and obligations resignation of the Collateral Agent shall be determined solely evidenced as to clause (i) above by the express provisions an opinion of this Agreement, counsel to such effect delivered to the Collateral Agent shall not be liable except for and 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 Secured Parties. Notwithstanding the Collateral Agent and, in the absence of bad faith on the part of the Collateral Agentforegoing, the Collateral Agent may conclusively relyresign if, as after demand therefor, it does not receive payment of any compensation due from the Debtor pursuant to the truth letter agreement described in Section 8.2. No resignation of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not become effective until a suc cessor Collateral Agent approved by the Agent and the Insurer and the successor Collateral Agent shall have assumed the responsibilities and obligations of the Collat eral Agent hereunder. This Agreement shall be personally liable for an error of judgment made administered in good faith by a Responsible Officer or other officers the Corporate Trust Office of the Collateral Agent, unless it . The Collateral Agent shall be proved that maintain fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the administration of Collections covering such actions and in such amounts as the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent shall not be personally liable with respect to any action taken, suffered or omitted believes to be taken by it reasonable in good faith in accordance with the direction light of the Note Insurer or the Indenture Trustee or with the consent of the Note Insurer or the Indenture Trustee; (iv) the Collateral Agent shall not be required industry xxxx dards from time to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Estate, the Noteholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or partiestime.

Duties of the Collateral Agent. (a) The Collateral Agent, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default has occurred and has not been cured or waived, the Collateral Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Collateral Agent shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Collateral Agent shall note it as such on the Initial Certification or Final Certification delivered pursuant to Section 2.06(b). (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 written direction of the Note Insurer or the Indenture Trustee or with provided that the prior written consent of the Note Insurer or the Indenture Trusteeshall have been obtained in each instance; (iv) the Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.017.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust EstateProperty, the Noteholders or the Mortgage LoansContracts, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties.

Duties of the Collateral Agent. (a) The Secured Parties hereby appoint Bank of America to act solely on their behalf as Collateral Agent hereunder, and Bank of America hereby accepts such appointment. The Collateral Agent, both prior to the occurrence of an a Termination Event of Default hereunder and after the curing of all Events of Default which may a Termination Event shall have occurredbeen cured or waived, undertakes shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If an The Collateral Agent shall at all times after the occurrence of a Termination Event of Default has occurred and which has not been cured or waived, the Collateral Agent shall waived exercise such of the rights and powers vested in it by pursuant to this Agreement, and use Agreement using the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's his or her own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to . All Collections received by the Collateral Agent which are specifically required from the Collection Agent or otherwise will, pending remittance to the Secured Party entitled thereto, be furnished pursuant held in trust by the Collateral Agent for the benefit of the Secured Parties and together with all other payment obligations of the Debtor hereunder owing to any provision the Secured Parties shall be payable to the Secured Parties in accordance with the provisions of Article II hereof. The Collateral Agent shall only resign if it shall (i) become incapable of acting as Collateral Agent in accordance with the terms of this Agreement, shall examine them (ii) be adjudicated insolvent or bankrupt or otherwise become subject to determine whether they conform on their face to the requirements of this Agreement; providedany bankruptcy, howeverinsolvency, that reorganization or liquidation proceeding, (iii) be no longer qualified as the Collateral Agent as such term is defined in the agreement governing its responsi bility as Collateral Agent or otherwise be subject to replacement pursuant to or such agreement governing its responsibility as Collateral Agent or (iv) materially breach any of the provisions of this Agreement or provided, further, that, without the consent of the Agent, such resignation shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face effective until a successor Collateral Agent acceptable to the requirements Agent shall have accepted appointment as Collat eral Agent hereunder and shall have agreed to be bound by the terms of this Agreement, the Collateral Agent shall note it Agree ment. Except as such on the Initial Certification or Final Certification delivered pursuant to Section 2.06(b). (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreementotherwise provided herein, the Collateral Agent shall not be liable resign from the obligations and duties hereby imposed on it except for upon determina tion that (i) 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 Note Insurer or the Indenture Trustee or with the consent of the Note Insurer or the Indenture Trustee; (iv) the Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or powers if is no longer permissible under applicable law and (ii) there is no reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it and none of the provisions contained in this Agreement shall in any event require action which the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Estate, the Noteholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties.could

Duties of the Collateral Agent. (a) Each Holder, by acceptance of its Note hereunder, hereby appoints The Collateral Agent, prior Bank of New York Mellon to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties act on its behalf as are specifically set forth in this Agreement. If an Event of Default has occurred and has not been cured or waived, the Collateral Agent shall hereunder and under the Collateral Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto including acting as the agent of such Holder for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Company or any of the rights and powers vested in it by this Agreement, and use Guarantors to secure any of the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairsObligations. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to ’s duties hereunder and under the Collateral Agent which Documents are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that solely mechanical and administrative in nature and the Collateral Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral Documents. Without limiting the generality of the foregoing, the Collateral Agent: (i) shall not be responsible for subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers and shall be fully justified in failing or refusing to take any action under this Indenture or any Collateral Document unless it shall first receive an Officers’ Certificate from the accuracy or content Company or, with respect to the exercise of any resolutionrights and remedies of the Holders, certificate, statement, opinion, report, document, order the advice or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to concurrence of the requirements Trustee (acting at the written direction of this Agreementthe Holders holding at least a majority in principal amount of Notes then outstanding) and until the instructions are received, the Collateral Agent shall note act, or refrain from acting, as it deems advisable; (iii) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Collateral Agent to liability or that is contrary to any Collateral Document or applicable law; and (iv) shall not, except as such on expressly set forth herein and in the Initial Certification Collateral Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or Final Certification delivered pursuant any of its Affiliates that is communicated to Section 2.06(b)or obtained by the Person serving as the Collateral Agent or any of its Affiliates in any capacity. (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the The Collateral Agent shall not be liable except for any action taken or not taken by it (i) with the performance consent or at the request of such duties and obligations as are specifically set forth the Trustee (acting at the written direction of Holders holding at least a majority in this Agreement, no implied covenants principal amount of Notes then outstanding) or obligations shall be read into this Agreement against the Collateral Agent and, (ii) in the absence of bad faith on the part its own gross negligence or willful misconduct as determined by a court of the Collateral Agent, competent jurisdiction by final and non-appealable judgment. (d) If the Collateral Agent so requests, it shall first be indemnified to its satisfaction from the Holders against any and all liability and expense that may conclusively relybe incurred by it by reason of taking or continuing to take any action under this Indenture or any Collateral Document. No provision of this Indenture or any Collateral Document or any agreement or instrument contemplated hereby or thereby, as to or the truth of the statements and the correctness of the opinions expressed therein, upon any certificates transactions contemplated hereby or opinions furnished to thereby shall require the Collateral Agent and conforming to the requirements of this Agreement; to: (iii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 Note Insurer or the Indenture Trustee or with the consent of the Note Insurer or the Indenture Trustee; (iv) the Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for provide indemnities in the performance of any of its duties hereunder or the exercise of any of its rights or powers if there is reasonable ground power or (ii) otherwise incur any financial liability in the performance of its duties or the exercise of any of its rights or powers. (e) The Collateral Agent shall not be responsible for believing that or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Indenture or any other Collateral Document, (ii) the repayment contents of such funds any certificate, report or adequate indemnity against such risk other document delivered hereunder or liability is not reasonably assured to it and none thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the provisions contained in covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement shall in Indenture, any event require Collateral Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by the Collateral Documents. The Collateral Agent to perform, or shall not be responsible for the manner adequacy, accuracy and/or completeness of performance ofany information (whether oral or written) supplied by the Trustee, the Collateral Agent, the Company, the Guarantors or any other Person given in, pursuant to or in connection with this Indenture or any Collateral Document. (f) Before the Collateral Agent acts or refrains from acting, it may require an officer’s certificate from the Company satisfactory to the Collateral Agent with respect to the proposed action or inaction, such certificate to be given at the Company’s expense. The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance upon such certificate. Whenever in the administration of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.01, Collateral Documents the Collateral Agent shall have no duty deem it necessary or desirable that a matter be proved or established before taking or suffering or omitting to take any act under any Collateral Document, such matter (Aunless other evidence in respect thereof is herein specifically prescribed) to see to any recordingmay, filing, in the absence of gross negligence or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to willful misconduct on the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the TrustCollateral Agent, the Trust Estate, the Noteholders or the Mortgage Loans, (D) be deemed to confirm or verify the contents of any reports or certificates of any Person be conclusively proved and established by an officers’ certificate delivered to the Collateral Agent pursuant Agent, and such certificate, in the absence of gross negligence or willful misconduct on the part of such Agent, shall be full warrant to this Agreement believed by the Collateral Agent for any action taken, suffered or omitted to be genuine taken by it under the Collateral Documents upon the faith thereof. The Collateral Agent shall not be required to qualify in any jurisdiction in which it is not presently qualified to perform its obligations as Collateral Agent or to enforce any rights and to have been signed or presented remedies in any foreign jurisdiction. The Collateral Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer of the proper party or partiesCollateral Agent unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts.

Duties of the Collateral Agent. (a) Each of the Lenders hereto hereby appoint Wilmington Trust, National Association as the Collateral Agent for purposes of carrying out the duties of the Collateral Agent pursuant to the terms of this Agreement and the other Transaction Documents. The Collateral AgentAgent shall not be liable, prior answerable or accountable under any circumstances, except for its own willful misconduct or negligence, as conclusively determined by the final judgment of a court of competent jurisdiction, no longer subject to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, appeal or review. (i) The Collateral Agent undertakes to perform such only those duties and only such duties as that are specifically set forth in this Agreement. If an Event Agreement and no others, and no implied covenants or obligations shall be read into this Agreement or any related document against the Collateral Agent; and (ii) in the absence of Default has occurred and has not been cured or waivedbad faith on its part, the Collateral Agent shall exercise such may conclusively rely (without independent confirmation, verification, inquiry or investigation of the rights contents thereof), as to the truth of the statements and powers vested in it by this Agreement, and use the same degree correctness of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Collateral Agentopinions expressed therein, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders certificates or other instruments opinions furnished to the Collateral Agent which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face and conforming to the requirements of this Agreement; provided, however, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Collateral Agent, the Collateral Agent shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Agreement and, if applicable, the Transaction Documents to which the Collateral Agent is a party, provided, further, that the Collateral Agent shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to of the requirements of this Agreement, aforementioned documents and the Collateral Agent shall note have no obligation to verify or recompute any numeral information provided to it as such on the Initial Certification or Final Certification delivered pursuant to Section 2.06(b)the Transaction Documents. (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct; provided, however, misconduct except that: (i) prior to this clause does not limit the occurrence effect of an Event of Default, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions clause (b) of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this AgreementSection 9.1; (ii) the Collateral Agent shall not be personally liable for an any error of judgment made in good faith by a Responsible Trust Officer or other officers Trust Officers of the Collateral Agent, unless it shall be proved is conclusively determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent shall not be personally liable with respect to any action taken, suffered it takes or omitted omits to be taken by it take in good faith in accordance with a direction received by it pursuant to the direction terms of the Note Insurer this Agreement or the Indenture Trustee or with the consent of the Note Insurer or the Indenture TrusteeTransaction Documents; (iv) the Collateral Agent shall not be required charged with knowledge of any failure by the Servicer referred to in clauses (a)-(h) of Section 2.04 of the Servicing Agreement unless a Trust Officer of the Collateral Agent obtains actual knowledge of such failure or the Collateral Agent receives written notice of such failure from the Servicer or any Lenders evidencing not less than 10% of the aggregate outstanding principal balance or par value of the Facility Loans adversely affected thereby. (d) Notwithstanding anything to the contrary contained in this Agreement or any of the Transaction Documents, no provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability for in the performance of any of its duties hereunder or in the exercise of any of its rights or powers and powers, if there is reasonable ground (as determined by the Collateral Agent in its sole discretion) for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it and none by the security afforded to it by the terms of the provisions contained in this Agreement. (e) Every provision of this Agreement shall in any event require relating to the conduct or affecting the liability of or affording protection to the Collateral Agent shall be subject to performthe provisions of this Article IX. (f) The Collateral Agent shall, or be responsible for the manner of performance ofand hereby agrees that it will, any perform all of the obligations and duties required of it under the Servicer or the Indenture Trustee under this Servicing Agreement; and. (vg) Without limiting the generality of this Section 9.1 and subject to the other provisions of this Agreement and without limiting the generality of this Section 9.01Agreement, the Collateral Agent shall have no duty (Ai) to see to any recording, filing, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interestherein, or to see to the maintenance of any such recording or filing or depositing or to any rerecordingrecording, refiling or redepositing of any thereof, (B) thereof or to see to the validity, perfection, continuation, or value of any insurancelien or security interest created herein, (Cii) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien or encumbrance of any kind Lien owing with respect to, assessed or levied against, against any part of the Trust, the Trust Estate, the Noteholders or the Mortgage LoansBorrower, (Diii) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement or the Servicing Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties, (iv) to determine whether any Receivables is an Eligible Receivable or to inspect the Receivables at any time or ascertain or inquire as to the performance or observance of any of the Borrower’s, the Seller’s, the Parent’s or the Servicer’s representations, warranties or covenants or the Servicer’s duties and obligations as Servicer and as Custodian of the Receivable Files under the Servicer Transaction Documents, (v) the acquisition or maintenance of any insurance, or (vi) to determine when a Repurchase Event or a Depositor Repurchase Event occurs. The Collateral Agent shall be authorized to, but shall in no event have any duty or responsibility to, file any financing or continuation statements or record any documents or instruments in any public office at any time or times or otherwise perfect or maintain any security interest in any portion of the Collateral. (h) Subject to Section 9.1(d), in the event that the Paying Agent or the Registrar (if other than the Collateral Agent) shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Registrar, as the case may be, under this Agreement, the Collateral Agent shall be obligated as soon as practicable upon written notice to a Trust Officer thereof and receipt of appropriate records and information, if any, to perform such obligation, duty or agreement in the manner so required. (i) No provision of this Agreement shall be construed to require the Collateral Agent to perform, or accept any responsibility for the performance of, the obligations of the Servicer hereunder. (j) Subject to Section 9.4, all moneys received by the Collateral Agent shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by Law or the Transaction Documents. (k) Nothing contained herein shall be deemed to authorize the Collateral Agent to engage in any business operations or any activities other than those set forth in this Agreement. Specifically, the Collateral Agent shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Collateral under this Agreement or otherwise vary the assets held by the Borrower. The Collateral Agent shall not have any discretionary duties. (l) The Collateral Agent shall not be required to take notice or be deemed to have notice or knowledge of any Rapid Amortization Event, Servicer Default, Default or Event of Default unless a Trust Officer of the Collateral Agent shall have received written notice thereof. In the absence of receipt of such notice, the Collateral Agent may conclusively assume that there is no Rapid Amortization Event, Servicer Default, Default or Event of Default. (m) [Reserved]. (n) The Collateral Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Borrower, the Servicer and/or a specified percentage of Lenders under circumstances in which such direction is required or permitted by the terms of this Agreement or other Transaction Document. (o) The enumeration of any permissive right or power herein or in any other Transaction Document available to the Collateral Agent shall not be construed to be the imposition of a duty. For the avoidance of doubt and without limiting any rights, protections, immunities or indemnities afforded to the Collateral Agent hereunder or under any other Transaction Document, phrases such as “satisfactory to the Collateral Agent,” “approved by the Collateral Agent,” “acceptable to the Collateral Agent, “as determined by the Collateral Agent,” “in the Collateral Agent’s discretion,” “selected by the Collateral Agent,” “appointed by the Collateral Agent,” “elected by the Collateral Agent,” “requested by the Collateral Agent, “ and phrases of similar import that authorize or permit the Collateral Agent to approve, disapprove, determine, act or decline to act in its discretion shall be subject to the Collateral Agent receiving written direction from the Required Lenders (or such other group of Lenders as expressly provided for hereunder or under any Transaction Document) to take such action or exercise such rights. (p) The Collateral Agent shall not be liable for interest on any money received by it except as the Collateral Agent may separately agree in writing with the Borrower. (q) Every provision of this Agreement or any related document relating to the conduct or affecting the liability of or affording protection to the Collateral Agent shall be subject to the provisions of this Article. (r) The Collateral Agent shall not be responsible for or have any liability for the collection of any Loans or Receivables or the recoverability of any amounts from an Obligor or any other Person owing any amounts as a result of any Loans or Receivables, including after any default of any Obligor or any other such Person.

Duties of the Collateral Agent. (a) The Collateral Agent, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default has occurred and is continuing and the Collateral Agent has not been cured received written notice thereof from a Grantor or waivedthe Trustee, the Collateral Agent shall may exercise such of the rights and powers vested in it by the Indenture, this Agreement, Agreement and use the same degree other Collateral Documents. The permissive right of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent which are specifically required to take or refrain from taking any actions enumerated in the Indenture, this Agreement or any other Collateral Document shall not be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that construed as a duty and the Collateral Agent shall not be responsible for the accuracy subject to any fiduciary or content other implied duties of any resolutionkind or nature to any Secured Party, certificate, statement, opinion, report, document, order regardless of whether an Event of Default has occurred or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Collateral Agent shall note it as such on the Initial Certification or Final Certification delivered pursuant to Section 2.06(b).occurring; (cb) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default which may have occurred, the contractual duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this AgreementAgreement and the Indenture, and the Collateral Agent shall not be liable except for the performance of such need perform only those contractual duties and obligations as that are specifically set forth in the Indenture, this AgreementAgreement and the other Collateral Documents and no others, and no implied covenants or obligations shall be read into the Indenture, this Agreement or the other Collateral Documents against the Collateral Agent and, Agent; and (ii) in the absence of bad faith on the part of the Collateral Agentits part, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates Officers’ Certificates or opinions Opinions of Counsel furnished to the Collateral Agent. (c) The Collateral Agent and conforming may not be relieved from liability for its own gross negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that: (i) this paragraph does not limit the requirements effect of paragraph (b) or (e) of this AgreementSection 8.2; (ii) the Collateral Agent shall not be personally liable for an any error of judgment made in good faith by a Responsible Officer or other officers an officer of the Collateral Agent, unless it shall be is proved that the Collateral Agent was grossly negligent in ascertaining the pertinent facts;; and (iii) the Collateral Agent shall not be personally liable with respect to any action taken, suffered it takes or omitted omits to be taken by it take in good faith in accordance with a direction received by it at the direction of the Note Insurer Secured Parties, or for the Indenture Trustee method and place of conducting any proceeding for any remedy available to the Collateral Agent, or with exercising any trust or power conferred upon the consent of the Note Insurer Collateral Agent, under this Agreement or the Indenture Trustee;any other Collateral Document. (ivd) Whether or not therein expressly so provided, every provision of this Agreement or any provision of any other Collateral Document that in any way relates to the Collateral Agent is subject to paragraphs (a), (b), (c), (e) and (f) of this Section 8.2. (e) No provision of this Agreement or any other Collateral Document shall not be required require the Collateral Agent to expend or risk its own funds or otherwise incur financial liability any liability. (f) The Collateral Agent shall not be liable for the performance of interest on any of its duties hereunder or the exercise of any of its rights or 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 money received by it and none of the provisions contained in this Agreement shall in any event require except as the Collateral Agent to perform, or be responsible for may agree in writing with the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Estate, the Noteholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed Grantors. Money held in trust by the Collateral Agent need not be segregated from other funds except to be genuine and to have been signed or presented the extent required by the proper party or partieslaw.

Duties of the Collateral Agent. (a) The Collateral Agent, prior to the occurrence of an Event of Default of which a Responsible Officer shall have actual knowledge and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default of which a Responsible Officer shall have actual knowledge has occurred and has not been cured or waived, the Collateral Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Collateral Agent shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Collateral Agent shall note it as such on the Initial Certification or Final Certification delivered pursuant to Section 2.06(b).. 90 (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence of an Event of DefaultDefault of which a Responsible Officer shall have actual knowledge , and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 this Agreement or at the direction of the Note Certificate Insurer or the Indenture Trustee Truseee or with the consent of the Note Certificate Insurer or the Indenture TrusteeTruseee; (iv) the Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee Truseee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.0110.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust EstateFund, the Noteholders Certificateholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties.

Duties of the Collateral Agent. (a) The Collateral Agent, prior Agent shall not be deemed to have notice or knowledge of any Event of Default under the occurrence Basic Documents unless a Responsible Officer assigned to and working for the Collateral Agent and having direct responsibility for this Agreement has actual knowledge thereof or unless written notice of any event that is in fact such an Event of Default, or Default is received by the Collateral Agent, and after such notice references the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default has occurred and has not been cured or waivedNote generally, the Collateral Agent shall exercise such of Trust, the rights and powers vested in it by this Agreement, and use Trust Estate or the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairsBasic Document. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Collateral Agent shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Collateral Agent shall note it as such on the Initial Certification or Final Certification delivered pursuant to Section 2.06(b). (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 Note Insurer or the Indenture Trustee or with the consent of the Note Insurer or the Indenture Trustee; (iv) the Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject to the other provisions of this Agreement and without limiting the generality of this Section 9.0111.01, the Collateral Agent shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecordingre-recording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Estate, the Noteholders Noteholder or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties.

Duties of the Collateral Agent. (a) The Secured Parties hereby appoint FUSI to act solely on their behalf as Collateral Agent hereunder, and FUSI hereby accepts such appointment. The Collateral Agent, both prior to the occurrence of an a Termination Event of Default hereunder and after the curing of all Events of Default which may a Termination Event shall have occurredbeen cured or waived, undertakes shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If an The Collateral Agent shall at all times after the occurrence of a Termination Event of Default has occurred and which has not been cured or waived, the Collateral Agent shall waived exercise such of the rights and powers vested in it by pursuant to this Agreement, and use Agreement using the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's his or her own affairs. (b) The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to . All Collections received by the Collateral Agent which are specifically required from the Collection Agent or otherwise will, pending remittance to the Secured Party entitled thereto, be furnished pursuant held in trust by the Collateral Agent for the benefit of the Secured Parties and together with all other payment obligations of the Debtor hereunder owing to any provision the Secured Parties shall be payable to the Secured Parties in accordance with the provisions of Article II hereof. The Collateral Agent shall only resign if it shall (a) become incapable of acting as Collateral Agent in accordance with the terms of this Agreement, shall examine them (b) be adjudicated insolvent or bankrupt or otherwise become subject to determine whether they conform on their face to the requirements of this Agreement; providedany bankruptcy, howeverinsolvency, that reorganization or liquidation proceeding, (c) be no longer qualified as the Collateral Agent shall not be responsible for as such term is defined in the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Person hereunder. If any such instrument is found not to conform on agreement governing its face to the requirements of this Agreement, the responsibility as Collateral Agent shall note it as such on the Initial Certification or Final Certification delivered otherwise be subject to replacement pursuant to Section 2.06(b). or such agreement governing its responsibility as Collateral Agent or (cd) No provision materially breach any of the provisions of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, howeverfurther, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent 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 Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent 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 Collateral Agent and conforming to the requirements of this Agreement; (ii) the Collateral Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (iii) the Collateral Agent 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 Note Insurer or the Indenture Trustee or with without the consent of the Note Insurer or the Indenture Trustee; (iv) the Collateral Agent Deal Agent, such resignation shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or 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 and none of the provisions contained in this Agreement shall in any event require the effective until a successor Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Indenture Trustee under this Agreement; and (v) subject acceptable to the other provisions of this Agreement and without limiting the generality of this Section 9.01, the Collateral Deal Agent shall have no duty (A) accepted appointment as Collateral Agent hereunder and shall have agreed to see to any recording, filing, or depositing be bound by the terms of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Estate, the Noteholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of any Person delivered to the Collateral Agent pursuant to this Agreement believed by the Collateral Agent to be genuine and to have been signed or presented by the proper party or partiesAgreement.