Common use of DUTIES OF THE GRANTOR TRUSTEE Clause in Contracts

DUTIES OF THE GRANTOR TRUSTEE. (a) The Grantor Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Grantor Trustee. (b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments which are specifically required to be furnished to the Grantor Trustee pursuant to any provision of this Agreement, the Grantor Trustee shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Grantor Trustee shall not be responsible for the accuracy or verification of any calculation provided to it pursuant to this Agreement. (c) On each Distribution Date, the Grantor Trustee shall make monthly distributions and the final distribution to the Certificateholders from Available Funds in the Grantor Trust Distribution Account as provided in Section 5.01 herein based on a report prepared by the Underlying Trustee with respect to such distributions. (d) No provision of this Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) The duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Agreement, the Grantor Trustee shall not be liable except for the performance of its duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Grantor Trustee and conforming to the requirements of this Agreement; (ii) The Grantor Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Grantor Trustee unless it shall be proved that the Grantor Trustee was negligent in ascertaining the pertinent facts; (iii) The Grantor Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the directions of the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund, if such action or non-action relates to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee or exercising any trust or other power conferred upon the Grantor Trustee under this Agreement; (iv) The Grantor Trustee shall not in any way be liable by reason of any insufficiency in the Grantor Trust Distribution Account unless it is determined by a court of competent jurisdiction that the Grantor Trustee's negligence, negligent failure to act or willful misconduct was the primary cause of such insufficiency (except to the extent that the Grantor Trustee is obligor and has defaulted thereon); and (v) Anything in this Agreement to the contrary notwithstanding, in no event shall the Grantor Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Grantor Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Grantor Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in 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. (e) All funds received by the Grantor Trustee and required to be deposited in the Grantor Trust Distribution Account pursuant to this Agreement will be promptly so deposited by the Grantor Trustee. (f) Except for those actions that the Grantor Trustee is required expressly to take hereunder, the Grantor Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder in the absence of written direction as provided hereunder. (g) The Grantor Trustee hereby acknowledges and agrees to reasonably cooperate with the Underlying Trustee and the Depositor in facilitating compliance by such parties with the provisions of Regulation AB and related rules and regulations of the Commission, including any filings required thereby. The Grantor Trustee acknowledges that interpretations of the requirements of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the mortgage-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Underlying Trustee and the Depositor in good faith for delivery of information on the basis of evolving interpretations of Regulation AB to the extent reasonably practicable. The Grantor Trustee shall cooperate reasonably with the Underlying Trustee and the Depositor to deliver to such parties (including any of their respective assignees or designees), any and all disclosure, statements, reports, certifications, records and any other information necessary in the reasonable, good faith determination of the Underlying Trustee and the Depositor to permit the Underlying Trustee and the Depositor to comply with the provisions of Regulation AB.

Appears in 2 contracts

Samples: Grantor Trust Agreement (Bear Stearns Mortgage Funding Trust 2007-Ar4), Grantor Trust Agreement (Bear Stearns Mortgage Funding Trust 2007-Ar5)

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DUTIES OF THE GRANTOR TRUSTEE. (a) The Grantor Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Grantor Trustee. (b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments which are specifically required to be furnished to the Grantor Trustee pursuant to any provision of this Agreement, the Grantor Trustee shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Grantor Trustee shall not be responsible for the accuracy or verification of any calculation provided to it pursuant to this Agreement. (c) On each Distribution Date, the Grantor Trustee shall make monthly distributions and the final distribution to the Certificateholders from Available Funds in the Grantor Trust Distribution Account as provided in Section 5.01 herein based on a report prepared by the Underlying Trustee with respect to such distributions. (d) No provision of this Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) The duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Agreement, the Grantor Trustee shall not be liable except for the performance of its duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Grantor Trustee and conforming to the requirements of this Agreement; (ii) The Grantor Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Grantor Trustee unless it shall be proved that the Grantor Trustee was negligent in ascertaining the pertinent facts; (iii) The Grantor Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the directions of the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund, if such action or non-action relates to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee or exercising any trust or other power conferred upon the Grantor Trustee under this Agreement; (iv) The Grantor Trustee shall not in any way be liable by reason of any insufficiency in the Grantor Trust Distribution Account unless it is determined by a court of competent jurisdiction that the Grantor Trustee's negligence, negligent failure to act or willful misconduct was the primary cause of such insufficiency (except to the extent that the Grantor Trustee is obligor and has defaulted thereon); and (v) Anything in this Agreement to the contrary notwithstanding, in no event shall the Grantor Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Grantor Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Grantor Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in 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. (e) All funds received by the Grantor Trustee and required to be deposited in the Grantor Trust Distribution Account pursuant to this Agreement will be promptly so deposited by the Grantor Trustee. (f) Except for those actions that the Grantor Trustee is required expressly to take hereunder, the Grantor Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder in the absence of written direction as provided hereunder. (g) The Grantor Trustee hereby acknowledges and agrees to reasonably cooperate with the Underlying Trustee and the Depositor in facilitating compliance by such parties with the provisions of Regulation AB and related rules and regulations of the Commission, including any filings required thereby. The Grantor Trustee acknowledges that interpretations of the requirements of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the mortgage-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Underlying Trustee and the Depositor in good faith for delivery of information on the basis of evolving interpretations of Regulation AB to the extent reasonably practicable. The Grantor Trustee shall cooperate reasonably with the Underlying Trustee and the Depositor to deliver to such parties (including any of their respective assignees or designees), any and all disclosure, statements, reports, certifications, records and any other information necessary in the reasonable, good faith determination of the Underlying Trustee and the Depositor to permit the Underlying Trustee and the Depositor to comply with the provisions of Regulation AB.

Appears in 2 contracts

Samples: Grantor Trust Agreement (GreenPoint MFT 2006-Ar2), Grantor Trust Agreement (Bear Stearns Mortgage Funding Trust 2006-Ar3)

DUTIES OF THE GRANTOR TRUSTEE. (a) The Grantor Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Grantor Trustee. (b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments which are specifically required to be furnished to the Grantor Trustee pursuant to any provision of this Agreement, the Grantor Trustee shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Grantor Trustee shall not be responsible for the accuracy or verification of any calculation provided to it pursuant to this Agreement. (c) On each Distribution Date, the Grantor Trustee shall make monthly distributions and the final distribution to the Certificateholders from Available Funds in the Grantor Trust Distribution Account as provided in Section 5.01 herein based on a report prepared by the Underlying Trustee with respect to such distributions. (d) No provision of this Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) The duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Agreement, the Grantor Trustee shall not be liable except for the performance of its duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Grantor Trustee and conforming to the requirements of this Agreement; (ii) The Grantor Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Grantor Trustee unless it shall be proved that the Grantor Trustee was negligent in ascertaining the pertinent facts; (iii) The Grantor Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the directions of the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund, if such action or non-action relates to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee or exercising any trust or other power conferred upon the Grantor Trustee under this Agreement; (iv) The Grantor Trustee shall not in any way be liable by reason of any insufficiency in the Grantor Trust Distribution Account unless it is determined by a court of competent jurisdiction that the Grantor Trustee's ’s negligence, negligent failure to act or willful misconduct was the primary cause of such insufficiency (except to the extent that the Grantor Trustee is obligor and has defaulted thereon); and (v) Anything in this Agreement to the contrary notwithstanding, in no event shall the Grantor Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Grantor Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Grantor Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in 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. (e) All funds received by the Grantor Trustee and required to be deposited in the Grantor Trust Distribution Account pursuant to this Agreement will be promptly so deposited by the Grantor Trustee. (f) Except for those actions that the Grantor Trustee is required expressly to take hereunder, the Grantor Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder in the absence of written direction as provided hereunder. (g) The Grantor Trustee hereby acknowledges and agrees to reasonably cooperate with the Underlying Seller, the Trustee and the Depositor in facilitating compliance by such parties with the provisions of Regulation AB and related rules and regulations of the Commission, including any filings required thereby. The Grantor Trustee acknowledges that interpretations of the requirements of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the mortgage-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Underlying Trustee and the Depositor in good faith for delivery of information on the basis of evolving interpretations of Regulation AB to the extent reasonably practicable. The Grantor Trustee shall cooperate reasonably with the Underlying Trustee and the Depositor to deliver to such parties (including any of their respective assignees or designees), any and all disclosure, statements, reports, certifications, records and any other information necessary in the reasonable, good faith determination of the Underlying Trustee and the Depositor to permit the Underlying Trustee and the Depositor to comply with the provisions of Regulation AB.

Appears in 1 contract

Samples: Grantor Trust Agreement (GreenPoint Mortgage Funding Trust 2005-Ar1)

DUTIES OF THE GRANTOR TRUSTEE. (a) The Grantor Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Grantor Trustee. (b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments which are specifically required to be furnished to the Grantor Trustee pursuant to any provision of this Agreement, the Grantor Trustee shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Grantor Trustee shall not be responsible for the accuracy or verification of any calculation provided to it pursuant to this Agreement. (c) On each Distribution Date, the Grantor Trustee shall make monthly distributions and the final distribution to the Certificateholders from Available Funds in the Grantor Trust Distribution Account as provided in Section 5.01 herein based on a report prepared by the Underlying Trustee with respect to such distributions. (d) No provision of this Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) The duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Agreement, the Grantor Trustee shall not be liable except for the performance of its duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Grantor Trustee and conforming to the requirements of this Agreement; (ii) The Grantor Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Grantor Trustee unless it shall be proved that the Grantor Trustee was negligent in ascertaining the pertinent facts; (iii) The Grantor Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the directions of the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund, if such action or non-action relates to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee or exercising any trust or other power conferred upon the Grantor Trustee under this Agreement; (iv) The Grantor Trustee shall not in any way be liable by reason of any insufficiency in the Grantor Trust Distribution Account unless it is determined by a court of competent jurisdiction that the Grantor Trustee's negligence, negligent failure to act or willful misconduct was the primary cause of such insufficiency (except to the extent that the Grantor Trustee is obligor and has defaulted thereon); and (v) Anything in this Agreement to the contrary notwithstanding, in no event shall the Grantor Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Grantor Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Grantor Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in 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. (e) All funds received by the Grantor Trustee and required to be deposited in the Grantor Trust Distribution Account pursuant to this Agreement will be promptly so deposited by the Grantor Trustee. (f) Except for those actions that the Grantor Trustee is required expressly to take hereunder, the Grantor Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder in the absence of written direction as provided hereunder. (g) The Grantor Trustee hereby acknowledges and agrees to reasonably cooperate with the Underlying Trustee and the Depositor in facilitating compliance by such parties with the provisions of Regulation AB and related rules and regulations of the Commission, including any filings required thereby. The Grantor Trustee acknowledges that interpretations of the requirements of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the mortgage-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Underlying Trustee and the Depositor in good faith for delivery of information on the basis of evolving interpretations of Regulation AB to the extent reasonably practicable. The Grantor Trustee shall cooperate reasonably with the Underlying Trustee and the Depositor to deliver to such parties (including any of their respective assignees or designees), any and all disclosure, statements, reports, certifications, records and any other information necessary in the reasonable, good faith determination of the Underlying Trustee and the Depositor to permit the Underlying Trustee and the Depositor to comply with the provisions of Regulation AB. (h) The standard of care owed by the Grantor Trustee to the Certificateholders under this Agreement shall be the same standard of care owed by the Grantor Trustee to the Swap Counterparty with respect to the Swap Counterparty's rights under this Agreement and the Swap Agreement and the Swap Counterparty shall be entitled to the same benefits and limitations of the Certificateholders described in this Agreement and under the Swap Agreement. In addition, the Grantor Trustee, in its capacity as Trustee under the Underlying Pooling and Servicing Agreement, hereby agrees that the standard of care owed by the Trustee to the Holders of the Underlying Certificates under the Underlying Pooling and Servicing Agreement shall be the same standard of care owed by the Trustee to the Swap Counterparty with respect to the Swap Counterparty's rights under the Underlying Pooling and Servicing Agreement, this Agreement and the Swap Agreement (if any) and the Swap Counterparty shall be entitled to the same benefits and limitations of the Holders of the Underlying Certificates under the Underlying Pooling and Servicing Agreement, this Agreement and the Swap Agreement (if any).

Appears in 1 contract

Samples: Grantor Trust Agreement (Structured Asset Mortgage Investments II Trust 2007-Ar4)

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DUTIES OF THE GRANTOR TRUSTEE. (a) The Grantor Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Grantor Trustee. (b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments which are specifically required to be furnished to the Grantor Trustee pursuant to any provision of this Agreement, the Grantor Trustee shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Grantor Trustee shall not be responsible for the accuracy or verification of any calculation provided to it pursuant to this Agreement. (c) On each Distribution Date, the Grantor Trustee shall make monthly distributions and the final distribution to the Certificateholders from Available Funds in the Grantor Trust Distribution Account as provided in Section 5.01 herein based on a report prepared by the Underlying Trustee with respect to such distributions. (d) No provision of this Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) The duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Agreement, the Grantor Trustee shall not be liable except for the performance of its duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Grantor Trustee and conforming to the requirements of this Agreement; (ii) The Grantor Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Grantor Trustee unless it shall be proved that the Grantor Trustee was negligent in ascertaining the pertinent facts; (iii) The Grantor Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the directions of the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund, if such action or non-action relates to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee or exercising any trust or other power conferred upon the Grantor Trustee under this Agreement; (iv) The Grantor Trustee shall not in any way be liable by reason of any insufficiency in the Grantor Trust Distribution Account unless it is determined by a court of competent jurisdiction that the Grantor Trustee's ’s negligence, negligent failure to act or willful misconduct was the primary cause of such insufficiency (except to the extent that the Grantor Trustee is obligor and has defaulted thereon); and (v) Anything in this Agreement to the contrary notwithstanding, in no event shall the Grantor Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Grantor Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Grantor Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in 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. (e) All funds received by the Grantor Trustee and required to be deposited in the Grantor Trust Distribution Account pursuant to this Agreement will be promptly so deposited by the Grantor Trustee. (f) Except for those actions that the Grantor Trustee is required expressly to take hereunder, the Grantor Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder in the absence of written direction as provided hereunder. (g) The Grantor Trustee hereby acknowledges and agrees to reasonably cooperate with the Underlying Trustee and the Depositor in facilitating compliance by such parties with the provisions of Regulation AB and related rules and regulations of the Commission, including any filings required thereby. The Grantor Trustee acknowledges that interpretations of the requirements of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the mortgage-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Underlying Trustee and the Depositor in good faith for delivery of information on the basis of evolving interpretations of Regulation AB to the extent reasonably practicable. The Grantor Trustee shall cooperate reasonably with the Underlying Trustee and the Depositor to deliver to such parties (including any of their respective assignees or designees), any and all disclosure, statements, reports, certifications, records and any other information necessary in the reasonable, good faith determination of the Underlying Trustee and the Depositor to permit the Underlying Trustee and the Depositor to comply with the provisions of Regulation AB.

Appears in 1 contract

Samples: Grantor Trust Agreement (GreenPoint MTA Trust 2005-Ar4)

DUTIES OF THE GRANTOR TRUSTEE. (a) The Grantor Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Grantor Trustee. (b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments which are specifically required to be furnished to the Grantor Trustee pursuant to any provision of this Agreement, the Grantor Trustee shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Grantor Trustee shall not be responsible for the accuracy or verification of any calculation provided to it pursuant to this Agreement. (c) On each Distribution Date, the Grantor Trustee shall make monthly distributions and the final distribution to the Certificateholders from Available Funds in the Grantor Trust Distribution Account as provided in Section 5.01 herein based on a report prepared by the Underlying Trustee with respect to such distributions. (d) No provision of this Agreement shall be construed to relieve the Grantor Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) The duties and obligations of the Grantor Trustee shall be determined solely by the express provisions of this Agreement, the Grantor Trustee shall not be liable except for the performance of its duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Grantor Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Grantor Trustee and conforming to the requirements of this Agreement; (ii) The Grantor Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Grantor Trustee unless it shall be proved that the Grantor Trustee was negligent in ascertaining the pertinent facts; (iii) The Grantor Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the directions of the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund, if such action or non-action relates to the time, method and place of conducting any proceeding for any remedy available to the Grantor Trustee or exercising any trust or other power conferred upon the Grantor Trustee under this Agreement; (iv) The Grantor Trustee shall not in any way be liable by reason of any insufficiency in the Grantor Trust Distribution Account unless it is determined by a court of competent jurisdiction that the Grantor Trustee's ’s negligence, negligent failure to act or willful misconduct was the primary cause of such insufficiency (except to the extent that the Grantor Trustee is obligor and has defaulted thereon); and (v) Anything in this Agreement to the contrary notwithstanding, in no event shall the Grantor Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Grantor Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Grantor Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in 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. (e) All funds received by the Grantor Trustee and required to be deposited in the Grantor Trust Distribution Account pursuant to this Agreement will be promptly so deposited by the Grantor Trustee. (f) Except for those actions that the Grantor Trustee is required expressly to take hereunder, the Grantor Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder in the absence of written direction as provided hereunder. (g) The Grantor Trustee hereby acknowledges and agrees to reasonably cooperate with the Underlying Trustee and the Depositor in facilitating compliance by such parties with the provisions of Regulation AB and related rules and regulations of the Commission, including any filings required thereby. The Grantor Trustee acknowledges that interpretations of the requirements of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the mortgage-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Underlying Trustee and the Depositor in good faith for delivery of information on the basis of evolving interpretations of Regulation AB to the extent reasonably practicable. The Grantor Trustee shall cooperate reasonably with the Underlying Trustee and the Depositor to deliver to such parties (including any of their respective assignees or designees), any and all disclosure, statements, reports, certifications, records and any other information necessary in the reasonable, good faith determination of the Underlying Trustee and the Depositor to permit the Underlying Trustee and the Depositor to comply with the provisions of Regulation AB.

Appears in 1 contract

Samples: Grantor Trust Agreement (Bear Stearns Mortage Funding Trust 2006-Ar2)

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