Common use of Duties of the Trustee and the Fiscal Agent Clause in Contracts

Duties of the Trustee and the Fiscal Agent. (a) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver 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 occurs and is continuing, the Trustee (other than as successor Master Servicer or Special Servicer) shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee contained in this Agreement shall not be construed as a duty. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II), shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Trustee shall take such action as it deems appropriate to have the instrument corrected. Neither the Trustee, nor the Fiscal Agent shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer or any other person and accepted by the Trustee in good faith, pursuant to this Agreement. (c) No provision of this Agreement shall be construed to relieve the Trustee or the Fiscal 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 Trustee and the Fiscal Agent shall be determined solely by the express provisions of this Agreement, the Trustee and the Fiscal 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 Trustee or the Fiscal Agent and, in the absence of bad faith on the part of the Trustee or the Fiscal Agent, the Trustee and the Fiscal 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 Trustee or the Fiscal Agent and conforming to the requirements of this Agreement; (ii) Neither the Trustee nor the Fiscal Agent shall be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Fiscal Agent, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) The Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to at least 25% of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement.

Duties of the Trustee and the Fiscal Agent. (a) The Trustee, prior to Trustee and the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, undertakes Fiscal Agent each shall undertake to perform such duties and only such those duties as are specifically set forth in this Agreement. If an Event of Default occurs Agreement and is continuingno implied covenants or obligations shall be read into this Agreement against the Trustee, the Fiscal Agent. Any permissive right of the Trustee (other than or the Fiscal Agent provided for in this Agreement shall not be construed as successor Master Servicer a duty of the Trustee or Special Servicer) the Fiscal Agent. The Trustee and the Fiscal Agent each shall exercise such of the rights and powers vested in it by this AgreementAgreement and following the occurrence and during the continuation of any Event of Default hereunder, the Trustee and Fiscal Agent each shall use the same degree of care and skill in their its exercise as a prudent man Person would exercise or use under the circumstances in the conduct of his such Person's own affairs. Any permissive right of the Trustee contained in this Agreement shall not be construed as a duty. (b) The TrusteeTrustee or, the Fiscal Agent, as applicable, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee or the Fiscal Agent, as the case may be, which are specifically required to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II)Agreement, shall examine them to determine whether they on their face conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, ; provided that the Trustee shall take such action as it deems appropriate to have the instrument corrected. Neither the Trustee, nor or the Fiscal Agent Agent, as the case may be, shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer or any other person and accepted by the Trustee in good faith, Person to it pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement, the Trustee shall request the providing party to correct the instrument and if not so corrected, the Trustee shall inform the Certificateholders. (c) Neither the Trustee nor the Fiscal Agent nor any of their respective directors, officers, employees, agents or Controlling Persons shall have any liability to the Trust or the Certificateholders arising out of or in connection with this Agreement, except for their respective negligence or willful misconduct. No provision of this Agreement shall be construed to relieve the Trustee or Trustee, the Fiscal Agent or any of their respective directors, officers, employees, agents or Controlling Persons from liability for its their own negligent action, its their own negligent failure to act or its their own willful misconductmisconduct or bad faith; provided, however, provided 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 Trustee and the Fiscal Agent shall be determined solely by the express provisions of this Agreement, the Trustee and the Fiscal 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 Trustee or the Fiscal Agent and, in the absence of bad faith on the part of the Trustee or the Fiscal Agent, the Trustee and the Fiscal 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 Trustee or the Fiscal Agent and conforming to the requirements of this Agreement; (ii) Neither neither the Trustee nor the Fiscal Agent nor any of their respective directors, officers, employees, agents or Controlling Persons shall be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Fiscal Agent, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) The Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith its reasonable business judgment in accordance with this Agreement or at the direction of Holders of Certificates entitled to at least 25% evidencing not less than a majority of the Voting Rights relating outstanding Certificate Balance of the Certificates; (ii) no provision of this Agreement shall require either the Trustee or the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the timeperformance of any of its duties hereunder, method and place or in the exercise of conducting any proceeding of its rights or powers, if it shall have reasonable grounds for any remedy available believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; (iii) neither the Trustee, the Fiscal Agent nor any of their respective directors, officers, employees, agents or exercising Controlling Persons shall be responsible for any trust act or power conferred omission of the Master Servicer, the Special Servicer, the Depositor or either Seller, or for the acts or omissions of each other, including, without limitation, in connection with actions taken pursuant to this Agreement; (iv) the execution by the Trustee of any forms or plans of liquidation in connection with any REMIC Pool shall not constitute a representation by the Trustee as to the adequacy of such form or plan of liquidation; (v) neither the Trustee nor the Fiscal Agent shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Trustee or the Fiscal Agent, as applicable in accordance with this Agreement. In such event, all legal expense and costs of such action shall be expenses and costs of the Trust, and the Trustee and the Fiscal Agent shall be entitled to be reimbursed therefor from the Certificate Account pursuant to Section 5.2(a)(vi); and (vi) neither the Trustee nor the Fiscal Agent shall be charged with knowledge of any failure by the Master Servicer or the Special Servicer or by each other to comply with its obligations under this Agreement or any act, failure, or breach of any Person upon the Trusteeoccurrence of which the Trustee or the Fiscal Agent may be required to act, under this Agreementunless a Responsible Officer of the Trustee or the Fiscal Agent, as the case may be, obtains actual knowledge of such failure.

Duties of the Trustee and the Fiscal Agent. (a) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver 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 occurs and is continuing, the Trustee (other than as successor Master Servicer or Special Servicer) shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the 171 circumstances in the conduct of his own affairs. Any permissive right of the Trustee contained in this Agreement shall not be construed as a duty. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II), shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Trustee shall take such action as it deems appropriate to have the instrument corrected. Neither the Trustee, nor the Fiscal Agent shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer or any other person and accepted by the Trustee in good faith, pursuant to this Agreement. (c) No provision of this Agreement shall be construed to relieve the Trustee or the Fiscal 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 Trustee and the Fiscal Agent shall be determined solely by the express provisions of this Agreement, the Trustee and the Fiscal 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 Trustee or the Fiscal Agent and, in the absence of bad faith on the part of the Trustee or the Fiscal Agent, the Trustee and the Fiscal 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 Trustee or the Fiscal Agent and conforming to the requirements of this Agreement; (ii) Neither the The Trustee nor the Fiscal Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Fiscal AgentTrustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) The Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to at least 25% of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement.

Duties of the Trustee and the Fiscal Agent. (a) The Trustee, prior to Trustee and the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, undertakes Fiscal Agent each shall undertake to perform such duties and only such those duties as are specifically set forth in this Agreement. If an Event of Default occurs Agreement and is continuing, no implied covenants or obligations shall be read into this Agreement against the Trustee (other than or the Fiscal Agent. Any permissive right of the Trustee or the Fiscal Agent provided for in this Agreement shall not be construed as successor Master Servicer a duty of the Trustee or Special Servicer) the Fiscal Agent. The Trustee and the Fiscal Agent each shall exercise such of the rights and powers vested in it by this AgreementAgreement and following the occurrence and during the continuation of any Event of Default hereunder, the Trustee and Fiscal Agent each shall use the same degree of care and skill in their its exercise as a prudent man Person would exercise or use under the circumstances in the conduct of his such Person's own affairs. Any permissive right of the Trustee contained in this Agreement shall not be construed as a duty. (b) The TrusteeTrustee or the Fiscal Agent, as applicable, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee or the Fiscal Agent, as the case may be, which are specifically required to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II)Agreement, shall examine them to determine whether they on their face conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, ; provided that the Trustee shall take such action as it deems appropriate to have the instrument corrected. Neither the Trustee, nor or the Fiscal Agent Agent, as the case may be, shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer or any other person and accepted by the Trustee in good faith, Person to it pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement, the Trustee shall request the providing party to correct the instrument and if not so corrected, the Trustee shall inform the Certificateholders. (c) Neither the Trustee nor the Fiscal Agent nor any of their respective directors, officers, employees, agents or Controlling Persons shall have any liability to the Trust or the Certificateholders arising out of or in connection with this Agreement, except for their respective negligence or willful misconduct. No provision of this Agreement shall be construed to relieve the Trustee or Trustee, the Fiscal Agent or any of their respective directors, officers, employees, agents or Controlling Persons from liability for its their own negligent action, its their own negligent failure to act or its their own willful misconductmisconduct or bad faith; provided, however, provided 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 Trustee and the Fiscal Agent shall be determined solely by the express provisions of this Agreement, the Trustee and the Fiscal 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 Trustee or the Fiscal Agent and, in the absence of bad faith on the part of the Trustee or the Fiscal Agent, the Trustee and the Fiscal 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 Trustee or the Fiscal Agent and conforming to the requirements of this Agreement; (ii) Neither neither the Trustee nor the Fiscal Agent nor any of their respective directors, officers, employees, agents or Controlling Persons shall be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Fiscal Agent, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) The Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith its reasonable business judgment in accordance with this Agreement or at the direction of Holders of Certificates entitled to at least 25% evidencing not less than a majority of the Voting Rights relating to outstanding Certificate Balance of the time, method and place Certificates; (ii) no provision of conducting any proceeding for any remedy available to this Agreement shall require either the Trustee, or exercising the Fiscal Agent to expend or risk its own funds or otherwise incur any trust financial liability in the performance of any of its duties hereunder, or power conferred upon in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; (iii) neither the Trustee, the Fiscal Agent nor any of their respective directors, officers, employees, agents or Controlling Persons shall be responsible for any act or omission of the Master Servicer, the Special Servicer, the Depositor or the Seller, or for the acts or omissions of each other, including, without limitation, in connection with actions taken pursuant to this Agreement; (iv) the execution by the Trustee of any forms or plans of liquidation in connection with either REMIC Pool shall not constitute a representation by the Trustee as to the adequacy of such form or plan of liquidation; (v) none of the Trustee or the Fiscal Agent shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Trustee or the Fiscal Agent, as applicable in accordance with this Agreement. In such event, all legal expense and costs of such action shall be expenses and costs of the Trust, and the Trustee and the Fiscal Agent shall be entitled to be reimbursed therefor from the Certificate Account pursuant to Section 5.2(a)(vi); and (vi) neither the Trustee nor the Fiscal Agent shall be charged with knowledge of any failure by the Master Servicer or the Special Servicer or by each other to comply with its obligations under this AgreementAgreement or any act, failure, or breach of any Person upon the occurrence of which the Trustee or the Fiscal Agent may be required to act, unless a Responsible Officer of the Trustee or the Fiscal Agent, as the case may be, obtains actual knowledge of such failure.

Duties of the Trustee and the Fiscal Agent. (a) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver 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 occurs and is continuing, the Trustee (other than as successor Master Servicer or Special Servicer) shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee contained in this Agreement shall not be construed as a duty. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II), shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Trustee shall take such action as it deems appropriate to have the instrument corrected. Neither the Trustee, nor the Fiscal Agent shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer or any other person and accepted by the Trustee in good faith, pursuant to this Agreement. (c) No provision of this Agreement shall be construed to relieve the Trustee or the Fiscal Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:: 171 (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 Trustee and the Fiscal Agent shall be determined solely by the express provisions of this Agreement, the Trustee and the Fiscal 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 Trustee or the Fiscal Agent and, in the absence of bad faith on the part of the Trustee or the Fiscal Agent, the Trustee and the Fiscal 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 Trustee or the Fiscal Agent and conforming to the requirements of this Agreement; (ii) Neither the The Trustee nor the Fiscal Agent shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Fiscal AgentTrustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) The Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to at least 25% of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement.