Common use of Duties of the Trustee Clause in Contracts

Duties of the Trustee. The Trustee, before the occurrence of a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer Event of Termination has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they are in the form required by this Agreement. Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator 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 Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, 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 it that conform to the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator 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 Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall 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 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 the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement.

Duties of the Trustee. (A) The Trustee, before prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of Termination and after the curing or waiver of all Servicer Events of Default or Master Servicer Events of Termination that which may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer an Event of Termination Default has occurred and remains uncured(which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it each by this Agreement, and use the same degree of care and skill in their exercise as a prudent person investor would exercise or use under the circumstances in the conduct of such person’s investor's own affairs. Each of the . (B) The Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement. Neither The Trustee shall notify the Trustee nor the Trust Administrator shall be responsible for the accuracy or content Certificateholders of any resolutionsuch documents which do not materially conform to the requirements of this Agreement in the event that the Trustee, certificateafter so requesting, statement, opinion, report, document, order, or other instrumentdoes not receive satisfactorily corrected documents. 01. The Trust Administrator agrees Trustee shall furnish in a timely fashion to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by as the Master Servicer, so as Servicer may reasonably request from time to enable time for the Master Servicer to make fulfill its duties set forth in this Agreement. The Trustee covenants and agrees that it shall perform its respective obligations hereunder in a manner so as to maintain the reconciliations status of any portion of any REMIC formed under the Series Supplement as a REMIC under the REMIC Provisions and verifications required to be made by it pursuant (subject to Section 3A.01. Neither 10.01(f)) to prevent the Trustee nor imposition of any federal, state or local income, prohibited transaction, contribution or other tax on the Trust Administrator shall be deemed Fund to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer the extent that maintaining such status and avoiding such taxes are reasonably within the control of the Trustee or and are reasonably within the Trust Administrator, respectively, has actual knowledge thereof or unless written notice scope of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or their respective duties under this Agreement. . (C) No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (iI) The duties and obligations Prior to the occurrence of the Trust Administratoran Event of Default, and with respect to after the curing or waiver of all such Events of Default which may have occurred, the duties and obligations of the Trustee, prior to the occurrence of a Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator 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 Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicableTrustee, the Trustee or the Trust Administrator, as applicable, 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 it that conform to the Trustee by the Company or the Master Servicer and which on their face, do not contradict the requirements of this Agreement; (iiII) Neither the The Trustee nor the Trust Administrator 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 Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the ; (III) The Trustee nor the Trust Administrator 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 Holders Certificateholders of any Class holding Certificates entitled which evidence, as to at least such Class, Percentage Interests aggregating not less than 25% of the Voting Rights relating as to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Trust AdministratorTrustee, or exercising any trust or power conferred upon the Trustee or the Trust AdministratorTrustee, under this Agreement; (IV) The Trustee shall not be charged with knowledge of any default (other than a default in payment to the Trustee) specified in clauses (i) and (ii) of Section 7.01 or an Event of Default under clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible Officer of the Trustee assigned to and working in the Corporate Trust Office obtains actual knowledge of such failure or event or the Trustee receives written notice of such failure or event at its Corporate Trust Office from the Master Servicer, the Company or any Certificateholder; and (V) Except to the extent provided in Section 7.02, no provision in this Agreement shall require the Trustee to expend or risk its own funds (including, without limitation, the making of any Advance) or otherwise incur any personal financial liability in the performance of any of its duties as Trustee hereunder, or in the exercise of any of its rights or powers, if the Trustee shall have reasonable grounds for believing that repayment of funds or adequate indemnity against such risk or liability is not reasonably assured to it. (D) The Trustee shall timely pay, from its own funds, the amount of any and all federal, state and local taxes imposed on the Trust Fund or its assets or transactions including, without limitation, (A) "prohibited transaction" penalty taxes as defined in Section 860F of the Code, if, when and as the same shall be due and payable, (B) any tax on contributions to a REMIC after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code, but only if such taxes arise out of a breach by the Trustee of its obligations hereunder, which breach constitutes negligence or willful misconduct of the Trustee.

Duties of the Trustee. (a) The Trustee, before the occurrence of a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer Event of Termination has occurred and remains uncured, the The Trustee shall have the authority to 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 person would exercise or use under the circumstances in the conduct of such person’s own affairs. Each Any permissive right of the Trustee and the Trust Administratorset forth 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 it that the Trustee which are specifically required to be furnished to it pursuant to any provision of this Agreement or to it in its capacity as Collateral Holder pursuant to the Pooling and Servicing Agreement, shall examine them to determine whether they conform to the requirements of this Agreement or the pooling and Servicing Agreement. If any such instrument is found not to conform to the requirements of this Agreement or the Pooling and Servicing Agreement in a material manner, the Trustee shall take such action as a Majority in Interest of Certificateholders shall direct, and the Trustee will provide notice thereof to the Depositor, the Certificateholders and each Rating Agency. (c) In the event of a default in respect of the CRB Certificates, the Trustee shall proceed to enforce its rights as a holder of the CRB Certificates under the Pooling and Servicing Agreement, unless otherwise directed by a Majority in Interest of each Class of Certificates affected thereby. The Trustee may, in its discretion, and will, if so directed by a Majority in Interest of each Class of Certificates affected thereby, proceed to enforce any rights which it may have as a holder of CRB Certificates. In addition, a Majority in Interest of each Class of Certificates may together direct the time, method and place of conducting any proceeding for any remedy available to the Trustee as a holder of CRB Certificates. Notwithstanding the foregoing, the Trustee shall in no event exercise any of its rights as a Collateral Holder in an manner inconsistent with the terms of paragraphs (d) and (e) of this Section 5.01. (d) In the event that (i) the Trustee has the right to vote or give consent in respect of the CRB Certificates or receives a request from the trustee or the issuer of the CRB Certificates for its consent to any amendment, modification or waiver under any document relating to the CRB Certificates, or receives any other solicitation for any action with respect to the CRB Certificates, (ii) the Depositor notifies the Trustee of its determination that taking any such action is primarily intended to maintain the initial value or credit rating of the CRB Certificates, and any additional consequences that might arise as a result of taking any such action are incidental, and (iii) either (A) the CRB Certificate are in default, (B) the form required by this Agreement. Neither Depositor notifies the Trustee nor of its determination that the CRB Certificates will probably have their credit rating downgraded (or be in default) in the reasonably foreseeable future absent such action or (C) the Depositor delivers to the Trustee an opinion of tax counsel to the effect that the Trust Administrator will continue to qualify as a grantor trust under the Code if any such action were to be taken, then, (x) the Trustee shall be responsible mail a notice of such proposed action, including a description thereof, to each Certificateholder of record as of such date, (y) the Trustee shall request instructions from the Certificateholders as to whether or not to take such action and (z) the Trustee shall vote, give consent or otherwise act as Collateral Holder with respect to a particular matter in the same proportion as the Certificates of the Trust were actually voted with respect to such matter (or, if such a proportional action is not permitted, in accordance with the instructions of Holders of a Majority in Interest of the Certificates) as of a date determined by the Trustee prior to the date on which such action is required, provided that the Trustee shall have no liability for the accuracy or content of any resolution, certificate, statement, opinion, report, document, orderfailure to act resulting from Certificateholders' late return of, or other instrument. The Trust Administrator agrees failure to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably return, directions requested by the Master ServicerTrustee from the Certificateholders. If each of the conditions set forth in clauses (ii) and (iii) of the next preceding sentence are not satisfied, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither then the Trustee nor shall abstain from taking any action with respect to any vote, consent or other action that is referred to in clause (i) of the Trust Administrator next preceding sentence. (e) Notwithstanding anything to the contrary contained herein, the Trustee shall be deemed under no obligation to have knowledge of a Servicer Event of Default exercise or Master Servicer Event of Termination unless a Responsible Officer enforce any of the Trustee rights or powers vested in it by this Agreement or as the Trust AdministratorCollateral Holder, respectivelyat the request, has actual knowledge thereof order or unless written notice direction of any event which is in fact of the Certificateholders, unless such a Servicer Event of Default Certificateholders have offered to the Trustee security or Master Servicer Event of Termination is received indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee in compliance with such request, order or the Trust Administratordirection or if such request, respectively, and such notice references order or direction is in conflict with any rule of the Certificates, the Trust, the REMICs law or this Agreement. In the event of any default under this Agreement by the Depositor or any default under the CRB Certificates, subject to compliance with paragraph (d) above, the Trustee may in its discretion proceed to protect and enforce the rights of Certificateholders by any action, suit or proceeding deemed proper by the Trustee which is not inconsistent with any request or direction by the Holders of a Majority in Interest of the Certificates of each Class affected thereby. (f) No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconductmisconduct or from liability for any negligent action or any negligent failure to act in respect of the Trust Property, the CRB Certificates or the Pooling and Servicing Agreement in any capacity other than as Trustee; provided, however, that: (i) The duties and obligations of the Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator 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 Trust Administrator and, in the absence of bad faith or negligence on the part of the Trustee or the Trust Administrator, as applicableTrustee, the Trustee or the Trust Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions certificates, opinions, documents and other statements furnished to it the Trustee that conform on their face to the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator 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 Trust Administrator, as applicableTrustee, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither and (iii) the Trustee nor the Trust Administrator shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith and believed by it to be authorized or within its discretion or authority hereunder or in accordance with the direction of the Holders of Certificates entitled to at least 25evidencing Percentage Interests aggregating not less than 66- 2/3% of all the Voting Rights Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Trust AdministratorTrustee, or exercising any trust or power conferred upon the Trustee or the Trust AdministratorTrustee, under this Agreement.

Duties of the Trustee. The Trustee, before prior to the occurrence of a Master Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or any such Master Servicer Events Event of Termination that may have occurredDefault, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this the Trust Agreement. In case Notwithstanding anything to the contrary herein, the appointment by the Trustee of Xxxxx Fargo Bank, N.A. as Securities Administrator to perform the duties and obligations specifically set forth in Sections 2.03, 3.01, 3.02, 3.03, 3.05, 4.01, 4.03, 4.04, 5.02, 5.03, 5.04, 5.08, 7.01, 7.02 and 10.03 hereof, and any other duties and obligations as may be set forth in a letter agreement between Xxxxx Fargo Bank, N.A. and the Trustee, shall not release the Trustee from its duty to perform such duties and obligations hereunder. During a Master Servicer Event of Termination Default relating to the Trustee of which a Responsible Officer of the Trustee has occurred and remains uncurednotice, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, the Trust Agreement and use the same degree of care and skill in their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. Each of the The Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments created by any Person other than itself and furnished to it that which are specifically required to be furnished pursuant to any provision of this the Trust Agreement, Custodial Agreement, Servicing Agreement, Sale Agreement or Assignment Agreement shall examine them to determine whether they are in conform to the form required by this Agreement. Neither requirements of such agreement; provided, however, that the Trustee nor shall not be under any duty to recalculate, verify or recompute the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees information provided to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received it hereunder by the Trust Administrator from Servicer or the Servicer on Depositor. If any such Remittance Date and any other information reasonably requested by instrument is found not to conform to the Master Servicerrequirements of such agreement in a material manner, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed take action as it deems appropriate to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectivelyinstrument corrected, and such if the instrument is not corrected to its satisfaction, then it will provide notice references any of thereof to the Certificates, other and to the Trust, the REMICs or this AgreementCertificateholders. No provision of this the Trust Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (ia) The duties and obligations of the Trust Administrator, and with respect to the duties and obligations of the Trustee, prior Prior to the occurrence of a any Master Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all of such Servicer Events of Default or Master Servicer Events Default, the respective duties and obligations of Termination which may have occurred, the Trustee shall be determined solely by the express provisions of this Agreementthe Trust Agreement (including the obligation, if any, of the Trustee to enforce each Servicing Agreement against the related Servicer, each Custodial Agreement against the related Custodian, each Sale Agreement against the related Seller, each Assignment Agreement against GSMC and otherwise to act as owner under such agreements for the benefit of the Certificateholders), the Trustee and the Trust Administrator shall not be liable except for the performance of such the respective duties and obligations as are specifically set forth in this the Trust Agreement, no implied covenants or obligations shall be read into this the Trust Agreement against the Trustee or the Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicableTrustee, the Trustee or the Trust Administrator, as applicable, 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 it the Trustee that conform to the requirements of this the Trust Agreement; (iib) Neither the The Trustee nor the Trust Administrator shall not be personally liable for an error of judgment made in good faith by a Responsible an Officer or Responsible Officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the ; (c) The Trustee nor the Trust Administrator 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 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 the Trust AdministratorTrustee, or exercising any trust or power conferred upon the Trustee or Trustee, under the Trust Agreement; (d) Any determination of negligence, bad faith, willful misconduct or breach of conduct of the Trustee shall be made only upon a finding that there is clear and convincing evidence (and not upon the mere preponderance of evidence) thereof in a proceeding before a court of competent jurisdiction in which the Trustee has had an opportunity to defend; and (e) In no event shall the Trustee be held liable for the actions or omissions of any Master Servicer, Securities Administrator, Servicer or Custodian (excepting the Trustee’s own actions as Master Servicer, Securities Administrator, Servicer or Custodian). Prior to the occurrence of any Event of Default and after the curing of all such Events of Default, other than those obligations assumed by the Trustee as successor Servicer under this AgreementArticle VII, no provision of the Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it unless such risk or liability relates to duties set forth herein.

Duties of the Trustee. 18.2.1 The TrusteeTrustee shall represent the Bondholders in accordance with the Finance Documents. However, the Trustee is not responsible for the execution or enforceability of the Finance Documents or for any discrepancy between the indicative terms and conditions described in any marketing material presented to the Bondholders prior to issuance of the Bonds and the provisions of these Bond Terms. 18.2.2 When acting in accordance with the Finance Documents, the Trustee is always acting with binding effect on behalf of the Bondholders. The Trustee shall act in the best interest of the Bondholders as a group and carry out its duties under the Finance Documents in a reasonable, proficient and professional manner, with reasonable care and skill. 18.2.3 The Trustee is not obligated to assess or monitor the financial condition of the Issuer or any other Group Company unless to the extent expressly set out in these Terms and Conditions, or to take any steps to ascertain whether any Event of Default has occurred. Until it has actual knowledge to the contrary, the Trustee is entitled to assume that no Event of Default has occurred. 18.2.4 The Trustee is entitled to take such steps that it, in its sole discretion, considers necessary or advisable to protect the rights of the Bondholders in all matters pursuant to the terms of the Finance Documents. The Trustee may submit any instructions received by it from the Bondholders to a Bondholders' Meeting before the Trustee takes any action pursuant to the instruction. 18.2.5 The Trustee is entitled to delegate its duties to other professional parties, but the Trustee shall remain liable for the actions of such parties under the Finance Documents. 18.2.6 The Trustee shall treat all Bondholders equally and, when acting pursuant to the Finance Documents, act with regard only to the interests of the Bondholders and shall not be required to have regard to the interests or to act upon or comply with any direction or request of any other person, other than as explicitly stated in the Finance Documents. 18.2.7 The Trustee is entitled to engage external experts when carrying out its duties under the Finance Documents. The Issuer shall on demand by the Trustee pay all costs for external experts engaged after the occurrence of a Servicer an Event of Default, or for the purpose of investigating or considering (i) an event or circumstance which the Trustee reasonably believes is or may lead to an Event of Default or Master Servicer Event of Termination and after (ii) a matter relating to the curing of all Servicer Events of Default Issuer or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer Event of Termination has occurred and remains uncured, the Transaction Security which the Trustee shall exercise such reasonably believes may be detrimental to the interests 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 person would exercise or use Bondholders under the circumstances in the conduct of such person’s own affairsFinance Documents. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Any compensation for damages or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they are in the form required by this Agreement. Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is recoveries received by the Trustee or from external experts engaged by it for the Trust Administrator, respectively, and such notice references any purpose of carrying out its duties under the Certificates, the Trust, the REMICs or this Agreement. No provision of this Agreement Finance Documents shall be construed to relieve the distributed in accordance with Clause 11.2.1. 18.2.8 The Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator 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 Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administratorshall, as applicable, enter into agreements with the CSD, and comply with such agreement and regulations applicable to the Trustee, as may be necessary in order for the Trustee or to carry out its duties under the Trust Administrator, as applicable, may conclusively rely, as Finance Documents. 18.2.9 Notwithstanding any other provision of the Finance Documents to the truth contrary, the Trustee is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation. 18.2.10 If in the Trustee’s reasonable opinion the cost, loss or liability which it may incur (including reasonable fees to the Trustee) in complying with instructions of the statements and Bondholders, or taking any action at its own initiative, will not be covered by the correctness Issuer, the Trustee may refrain from acting in accordance with such instructions, or taking such action, until it has received such funding or indemnities (or adequate Security has been provided therefore) as it may reasonably require. 18.2.11 The Trustee shall give a notice to the Bondholders (i) before it ceases to perform its obligations under the Finance Documents by reason of the opinions expressed therein, upon non-payment by the Issuer of any certificates fee or opinions furnished to it that conform indemnity due to the requirements of this Agreement; Trustee under the Finance Documents or (ii) Neither if it refrains from acting for any reason described in Clause 18.2.10. 18.2.12 The Trustee may instruct the Trustee nor CSD to split the Trust Administrator shall be personally liable for an error of judgment made Bonds to a lower nominal amount in good faith by a Responsible Officer or Responsible Officers order to facilitate partial redemptions, restructuring of the Trustee Bonds or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall 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 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 the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreementother situations.

Duties of the Trustee. The Trustee, before prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of Termination and after the curing or waiver of all Servicer Events of Default or Master Servicer Events of Termination that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer If an Event of Termination Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Each of the Trustee and the Trust AdministratorThe Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that the Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement. Neither ; provided, however, that the Trustee nor the Trust Administrator shall will not be responsible for the accuracy or content of any resolutionsuch resolutions, certificatecertificates, statementstatements, opinionopinions, reportreports, document, order, documents or other instrumentinstruments. The Trust Administrator agrees If any such instrument is found not to notify conform to the Master Servicer requirements of this Agreement in writing no later than 5:00 p.m. New York time on each Remittance Date a material manner, the Trustee shall take such action as it deems appropriate to have the instrument corrected. If the instrument is not corrected to the satisfaction of the aggregate dollar amount Trustee, the Trustee shall provide notice thereof to the Certificateholders, the Certificate Insurer and any NIMS Insurer and will, at the expense of the funds received Trust Fund, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the CertificatesCertificateholders, the TrustCertificate Insurer or any NIMS Insurer. On each Distribution Date, the REMICs or this AgreementTrustee, as Paying Agent, shall make monthly distributions the Certificateholders from funds in the Distribution Account, the Basis Risk Reserve Fund, the Yield Maintenance Account and the Final Maturity Reserve Account, as applicable, in each case as provided in Sections 5.01, 5.07, 5.09 and 5.10 herein. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of TerminationDefault, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable except for the performance of such 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 Trustee or the Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicableTrustee, the Trustee or the Trust Administrator, as applicable, 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 it that conform the Trustee and conforming to the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator 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 Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining or investigating the pertinent facts; and Neither facts related thereto; (iii) the Trustee nor the Trust Administrator 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 consent or at the direction of the Certificate Insurer, any NIMS Insurer or Holders of Certificates entitled to at least 25% of the Voting Rights as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Trustee or the Trust Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement; (iv) the Trustee shall not be responsible for any act or omission of the Servicer (except in its capacity as successor servicer to the extent provided in Section 7.02(a)), the Depositor, the Seller or the Custodian; and (v) the Trustee shall not be charged with knowledge of any Event of Default unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice at the Corporate Trust Office of such Event of Default. The Trustee shall not appoint any Subcontractor without receiving the prior written consent of the Depositor to appoint any Subcontractor, which consent shall not be unreasonably withheld. If the Trustee appoints a Subcontractor without receiving such prior written consent, the Trustee shall be deemed to be in breach of this Agreement and may be removed by the Depositor. The Trustee shall promptly notify the Depositor and the Sponsor of knowledge thereof (i) of any legal proceedings pending against the Trustee of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Trustee shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the responsible parties listed on Exhibit O. On or before March 1 of each year, the Depositor shall distribute the information on Exhibit O to the Trustee. The Trustee shall not be required to expend or risk its own funds or otherwise incur financial or other 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 indemnity satisfactory to it against such risk or liability is not assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under the Servicing Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of the Servicing Agreement.

Duties of the Trustee. The Trustee, before the occurrence of a Servicer Event of Default Trustee shall perform or Master Servicer Event of Termination and after the curing of all Servicer Events of Default cause its agents or Master Servicer Events of Termination that may have occurred, shall undertake subcustodians to perform such the following duties and only such duties as are specifically set forth with respect to the Trust Fund: (a) Hold the property in this Agreement. In case a Master Servicer Event safekeeping facilities of Termination has occurred and remains uncuredthe Trustee or of other custodian banks or clearing corporations, in the United States or elsewhere; provided that the Trustee shall exercise not be responsible for any losses resulting from the deposit or maintenance of securities or other property (in accordance with market practice, custom or regulation) with any recognized foreign or domestic clearing facility, book entry system, centralized depository, or similar organization, including international depositories such as Euroclear and Clearstream; (b) Collect income payable to and distributions due to the Trust Fund and sign on the Trust Fund’s behalf any declarations, affidavits, certificates of the rights ownership required to collect income and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Each of principal payments; provided that the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they are in the form required by this Agreement. Neither the Trustee nor the Trust Administrator shall not be responsible for the accuracy failure to receive payment of (or content of any resolution, certificate, statement, opinion, report, document, order, late payment of) distributions with respect to securities or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date property of the aggregate dollar amount Trust Fund; (c) Subject to the timely receipt of notice from an issuer or Authorized Party, collect proceeds from securities, certificates of deposit or other investments which may mature or be called; (d) Forward to the funds Authorized Party designated by the Company proxies or ballots received for any stocks, bonds or other securities held in the Trust Fund in a form to enable the Authorized Party to effect the voting of proxies, excluding bankruptcy matters to which the Trustee’s duties are set forth in Section (f) below; (e) Submit or cause to be submitted to the Company or the Investment Manager, as designated by the Company, information received by the Trustee, or summaries of information, regarding ownership rights pertaining to property held in the Trust Administrator from Fund, in accordance with the Servicer on such Remittance Date and any other information reasonably requested Trustee’s practices, excluding bankruptcy matters to which the Trustee’s duties are set forth in Section (f) below; (f) Forward to the Authorized Party designated by the Master Servicer, so as Named Fiduciary an initial notice of bankruptcy cases relating to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor securities held in the Trust Administrator shall be deemed to have knowledge of Fund and a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact required action related to such a Servicer Event of Default or Master Servicer Event of Termination is bankruptcy cases as may be actually received by the Trustee Trustee. No further action or notification related to the bankruptcy case shall be required absent the specific agreement of the parties hereto; (g) Attend to corporate actions with respect to which no discretionary decision is required; (h) Report the value of the Trust AdministratorFund as of such dates as the Company and the Trustee may agree upon, respectivelyin accordance with methods consistently followed and uniformly applied. In reporting the value of the Trust Fund, the Trustee, in accordance with the Trustee’s then current practices, shall obtain and rely upon prices and quotes from pricing sources or, if such prices or quotes are unavailable from sources utilized by the Trustee in accordance with its then current practices, from the Company, an Investment Manager or other Authorized Party, and shall be without liability or responsibility for any loss occasioned by such notice references any of reliance. Notwithstanding the Certificatesforegoing, in accordance with the Trustee’s then current pricing practices, the TrustCompany, an Investment Manager or other Authorized Party may direct the REMICs Trustee as to a price or this Agreement. No provision of this Agreement quote to be used, and the Trustee shall be construed to relieve the Trustee fully protected when relying upon such direction and when utilizing any such price or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconductquote; provided, however, that:and (i) The duties and obligations of Render statements for such periods as agreed by the Trust Administrator, and parties with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable except Fund 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 Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed property held therein, upon any certificates to an Authorized Party or opinions furnished to it that conform to the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator 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 Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall 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 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 the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreementits designee.

Duties of the Trustee. The Trustee, before prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer an Event of Termination Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, Agreement and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Each In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the Trustee majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the Trust Administratorrights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they are in conform on their face to the form required by requirements of this Agreement. Neither If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date person providing such Agreement of such non-conformance, and if the aggregate dollar amount of instrument is not corrected to the funds received its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Trust Administrator from Certificateholders and the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this AgreementNIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misconductmisfeasance or bad faith; provided, however, that: (i) The duties and obligations of the Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of TerminationDefault, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable liable, individually or as Trustee, 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 Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, 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 it that conform the Trustee and conforming to the requirements of this AgreementAgreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) Neither the Trustee nor the Trust Administrator shall not, individually or as Trustee, be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent or acted in ascertaining the pertinent facts; and Neither bad faith or with willful misfeasance; (iii) the Trustee nor the Trust Administrator shall not be personally liable liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the NIMs Insurer or the Holders of Certificates entitled to at least 25% of the Voting Rights in accordance with this Agreement relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Trust AdministratorTrustee, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. The Trustee, before prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer an Event of Termination Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, Agreement and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Each In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the Trustee majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the Trust Administratorrights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they are in conform on their face to the form required by requirements of this Agreement. Neither If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date person providing such Agreement of such non-conformance, and if the aggregate dollar amount of instrument is not corrected to the funds received Trustee's satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Trust Administrator from Certificateholders and the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this AgreementNIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misconductmisfeasance or bad faith; provided, however, that: (i) The duties and obligations of the Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of TerminationDefault, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable liable, individually or as Trustee, 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 Trust Administrator andTrustee, in the absence of bad faith on the part of and the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the -105- opinions expressed therein, upon any certificates or opinions furnished to it that conform the Trustee and conforming to the requirements of this AgreementAgreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) Neither the Trustee nor the Trust Administrator shall not, individually or as Trustee, be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent or acted in ascertaining the pertinent factsbad faith or with willful misfeasance; and Neither and (iii) the Trustee nor the Trust Administrator shall not be personally liable liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the NIMs Insurer or the Holders of Certificates entitled to at least 25% of the Voting Rights in accordance with this Agreement relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Trust AdministratorTrustee, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement.

Duties of the Trustee. The Trustee, before prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of Termination and after the curing or waiver of all Servicer Events of Default or Master Servicer Events of Termination that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer If an Event of Termination Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Each of the Trustee and the Trust AdministratorThe Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that the Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement. Neither ; provided, however, that the Trustee nor the Trust Administrator shall will not be responsible for the accuracy or content of any resolutionsuch resolutions, certificatecertificates, statementstatements, opinionopinions, reportreports, document, order, documents or other instrumentinstruments. The Trust Administrator agrees If any such instrument is found not to notify conform to the Master Servicer requirements of this Agreement in writing no later than 5:00 p.m. New York time on each Remittance Date a material manner, the Trustee shall take such action as it deems appropriate to have the instrument corrected. If the instrument is not corrected to the satisfaction of the aggregate dollar amount Trustee, the Trustee shall provide notice thereof to the Certificateholders and any NIMS Insurer and will, at the expense of the funds received Trust Fund, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the Trust Administrator from the Servicer on such Remittance Date and Certificateholders or any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01NIMS Insurer. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the CertificatesOn each Distribution Date, the TrustTrustee, as Paying Agent, shall make monthly distributions the Certificateholders from funds in the Distribution Account, the REMICs or this AgreementBasis Risk Reserve Fund, the Yield Maintenance Account and the Final Maturity Reserve Account, as applicable, in each case as provided in Sections 5.01, 5.07, 5.09, 5.12 and 10.01 herein. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of TerminationDefault, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable except for the performance of such 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 Trustee or the Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicableTrustee, the Trustee or the Trust Administrator, as applicable, 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 it that conform the Trustee and conforming to the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator 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 Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining or investigating the pertinent facts; and Neither facts related thereto; (iii) the Trustee nor the Trust Administrator 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 consent or at the direction of the any NIMS Insurer or Holders of Certificates entitled to at least 25% of the Voting Rights as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Trustee or the Trust Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement; (iv) the Trustee shall not be responsible for any act or omission of the Servicer (except in its capacity as successor servicer to the extent provided in Section 7.02(a)), the Depositor, the Seller or the Custodian; and (v) the Trustee shall not be charged with knowledge of any Event of Default unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice at the Corporate Trust Office of such Event of Default. The Trustee shall not appoint any Subcontractor without receiving the prior written consent of the Depositor to appoint any Subcontractor, which consent shall not be unreasonably withheld. If the Trustee appoints a Subcontractor without receiving such prior written consent, the Trustee shall be deemed to be in breach of this Agreement and may be removed by the Depositor. The Trustee shall promptly notify the Depositor and the Sponsor of knowledge thereof (i) of any legal proceedings pending against the Trustee of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Trustee shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the responsible parties listed on Exhibit O. On or before March 1 of each year, the Depositor shall distribute the information on Exhibit O to the Trustee. The Trustee shall not be required to expend or risk its own funds or otherwise incur financial or other 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 indemnity satisfactory to it against such risk or liability is not assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under the Servicing Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of the Servicing Agreement.

Duties of the Trustee. 9.1 The Trustee, before the occurrence of a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer Event of Termination has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in Transaction Documents to which it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they are in the form required by this Agreement. Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which Issuer is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, party and such notice references any of the Certificates, the Trust, the REMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator 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 Deed or such other documents against the Trustee. In the event that the Issuer fails to perform any of its obligations under any Transaction Document to which it is a party, the Trustee or shall to the Trust Administrator and, extent practicable cause such obligations to be performed in accordance therewith. In the absence event of bad faith any inconsistency between the Conditions on the part one hand and any of the other Transaction Documents on the other, the Conditions shall prevail. 9.2 Each of the Trustee (before the delegation referred to in Clause 8.1 becomes effective) and the Delegate (after the delegation referred to in Clause 8.1 becomes effective) undertakes to cause all income from the Issuer Trust Property to be distributed (subject to any withholding or the Trust Administratordeduction required to be made for or on account of Tax, as applicableincluding any FATCA Deduction), the Trustee or the Trust Administrator, as applicable, may conclusively rely, as to the truth and all payments in respect of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to it that conform to the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator 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 Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall be personally liable with respect to any action taken, suffered or omitted Certificates to be taken by it in good faith made, in accordance with the direction Conditions, always subject to and in accordance with the applicable Issuer Priorities of Payments. 9.3 The Trustee shall hold available for inspection without cost by the Delegate (or any person appointed by the Delegate) and the Certificateholders at its Specified Office during normal business hours on any day (excluding Saturdays, Sundays and public holidays) copies of the Holders of Certificates entitled to at least 25% following documents: (a) the constitutional documents of the Voting Rights relating Issuer; (b) the most recently prepared annual financial statements of the Issuer, if any are prepared; and (c) those Transaction Documents listed in the Conditions as being available for inspection, together with any agreements or documents amending the terms thereof. 9.4 None of the provisions contained in this Deed shall require the Trustee to do anything which may (a) be illegal or contrary to applicable law or regulation or (b) cause it to expend or risk its own funds or otherwise incur any Liability in the performance of any of its duties or in the exercise of any of its rights, powers or discretions, if it shall have reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or Liability is not reasonably assured to it. 9.5 At any time, any notice received by the Trustee that has not also been sent to the time, method Delegate and place of conducting that relates to any proceeding for any remedy available matter that has been delegated to the Trustee or Delegate pursuant to this Deed shall promptly be forwarded to the Trust Administrator, or exercising any trust or power conferred upon Delegate by the Trustee or the Trust Administrator, under this AgreementTrustee.

Duties of the Trustee. (a) The Trustee, before prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of Termination which a Responsible Officer of the Trustee has actual knowledge and after the curing or waiver of all Servicer Events of Default or Master Servicer Events of Termination that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this AgreementAgreement and no permissive right of the Trustee shall be construed as a duty. In case a Master Servicer During the continuance of an Event of Termination Default of which a Responsible Officer of the Trustee has occurred and remains uncuredactual knowledge, the Trustee Trustee, subject to the provisions of Section 7.02 and Section 7.04 of this Agreement, 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 exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Each of the Trustee and the Trust Administrator. (b) The Trustee, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that the Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they are in conform on their face to the form required by requirements of this Agreement. Neither Agreement to the extent specifically set forth herein; provided, however, that the Trustee nor the Trust Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order, order or other instrument provided to it hereunder if accepted in good faith. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall request a corrected instrument. The Trust Administrator agrees , and if the instrument is not corrected to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of Trustee’s reasonable satisfaction, the aggregate dollar amount of Trustee will provide notice thereof to the funds received by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Certificateholders. (c) Neither the Trustee nor any of its respective officers, directors, employees, agents or “control” persons within the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer meaning of the Trustee Act shall have any liability arising out of or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or connection with this Agreement. No , provided that, subject to Section 8.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator any such person, from liability for its own negligent action, its own negligent failure to act or its own willful misconductmisconduct or its own bad faith; and provided, howeverfurther, that: (i) The duties and obligations Prior to the occurrence of an Event of Default or Operating Advisor Termination Event of which a Responsible Officer of the Trust AdministratorTrustee has actual knowledge, and with respect to after the curing or waiver of all such Events of Default which may have occurred, the duties and obligations of the Trustee, prior to the occurrence of a Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator 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 Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicableTrustee, the Trustee or the Trust Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to it the Trustee that conform on their face to the requirements of this AgreementAgreement without responsibility for investigating the contents thereof; (ii) Neither the The Trustee nor the Trust Administrator 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 Trust Administrator, as applicableOfficers, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the ; (iii) The Trustee nor the Trust Administrator 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 Holders of Certificates entitled to at least 25greater than 50% of the Percentage Interests (or such other percentage as is specified herein) of each affected Class, or of the aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement; (iv) Neither the Trustee nor any of its respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not an Affiliate of the Trustee and that is selected other than by the Trustee, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) The Trustee shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties as Trustee in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises out of the negligence or bad faith of the Trustee or any breach of an obligation, representation, warranty or covenant of the Trustee contained herein; provided, however, that the Trustee may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder; and (vi) The Trustee shall not be charged with knowledge of any act, failure to act or breach of any Person upon the occurrence of which the Trustee may be required to act, unless a Responsible Officer of the Trustee obtains actual knowledge of such failure. The Trustee shall be deemed to have actual knowledge of the Master Servicer’s or the Special Servicer’s failure to provide scheduled reports, certificates and statements when and as required to be delivered to the Trustee pursuant to this Agreement. None of the provisions contained in this Agreement shall require the Trustee, in its capacity as Trustee, 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 in the opinion of the Trustee 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 Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer or the Operating Advisor under this Agreement, except, with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. The Trustee shall not be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and the Trustee shall not be liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in its commercial capacity).

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, before prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer an Event of Termination Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, Agreement and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Each In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Trust AdministratorCertificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they are in conform on their face to the form required by requirements of this Agreement. Neither If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date person providing such Agreement of such non-conformance, and if the aggregate dollar amount of instrument is not corrected to the funds received its satisfaction, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this AgreementCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misconductmisfeasance or bad faith; provided, however, that: (i) The duties and obligations of the Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of TerminationDefault, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable liable, individually or as Trustee, 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 Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, 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 it that conform the Trustee and conforming to the requirements of this AgreementAgreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) Neither the Trustee nor the Trust Administrator shall not, individually or as Trustee, be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent or acted in ascertaining the pertinent facts; and Neither bad faith or with willful misfeasance; (iii) the Trustee nor the Trust Administrator shall not be personally liable liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Certificates entitled to at least 25% of the Voting Rights in accordance with this Agreement relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Trust AdministratorTrustee, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or Subservicer (including the Special Servicer), it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. The Trustee, before the occurrence of a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer Event of Termination has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they are in the form required by this Agreement. Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator 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 Fremont 2005-A Pooling & Servicing Agreement 134 obligations shall be read into this Agreement against the Trustee or the Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, 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 it that conform to the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator 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 Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall 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 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 the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement.

Duties of the Trustee. The Trustee hereby accepts the trusts imposed upon it by this Indenture and agrees to perform said trusts, but only upon and subject to the following express terms and conditions, and no implied covenants or obligations shall be read into this Indenture against the Trustee: (a) The Trustee, before prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of Termination under this Indenture and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that which may have occurredoccurred under this Indenture, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this AgreementIndenture. In case a Master Servicer an Event of Termination Default under this Indenture has occurred and remains uncured(which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this AgreementIndenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s his own affairs. Each . (b) The Trustee may execute any of the Trustee trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees but shall be answerable for the conduct of the same in accordance with the standard specified above and in Section 8.1(g), and shall be entitled to act upon the advice or an Opinion of Counsel concerning all matters of trust hereof and the Trust Administratorduties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon receipt the advice or Opinion of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement Counsel and shall examine them to determine whether they are in the form required by this Agreement. Neither the Trustee nor the Trust Administrator shall not be responsible for any loss or damage resulting from any action or, nonaction taken by or omitted to be taken in good faith in reliance upon the accuracy advice or content such Opinion of Counsel. (c) The Trustee shall not be responsible for any resolution, certificate, statement, opinion, report, document, order, recital herein or other instrument. The Trust Administrator agrees to notify in the Master Servicer Certificates (except in writing no later than 5:00 p.m. New York time on each Remittance Date respect of the aggregate dollar amount execution of the funds received by the Trust Administrator from the Servicer Certificates on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations behalf of the Trustee), prior or for the recording or rerecording, filing or refiling of the Lease or this Indenture or any amendments or supplements thereto or hereto or instruments of further assurance or any financing statements (other than continuation statements) in connection therewith except as otherwise specifically set forth herein, or for insuring the 2023 Leased Property, or collecting any insurance moneys or for the validity of the execution by the Corporation of this Indenture or of any amendments or supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Certificates executed and delivered hereunder or intended to be secured hereby, or for the value of or title to the occurrence of a Servicer Event of Default or Master Servicer Event of Termination2023 Leased Property, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable except for bound to ascertain or inquire as to the performance or observance of such duties and obligations as are specifically set forth in this Agreementany covenants, no implied covenants conditions or obligations shall be read into this Agreement against the Trustee or the Trust Administrator and, in the absence of bad faith agreements on the part of the Trustee Corporation or the Trust AdministratorDistrict, except as applicable, provided herein; but the Trustee may require of the Corporation or the Trust Administrator, as applicable, may conclusively rely, District full information and advice as to the truth performance of the statements covenants, conditions and agreements aforesaid. The Trustee shall have no obligation to perform any of the duties of the District under the Lease; and the correctness of the opinions expressed therein, upon any certificates Trustee shall not be responsible or opinions furnished to it that conform to the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator shall be personally liable for an error any loss suffered in connection with any investment of judgment funds made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall 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 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 the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this AgreementArticle V hereof.

Duties of the Trustee. Section 4.01. The TrusteeTrustee shall take such action with respect to any event of default under the Mortgages as shall be specified in any notice of such default or enforcement event and written instructions of the Administrative Agent, before but the occurrence of a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, Trustee shall undertake not be required to perform such duties and only such duties as are specifically take any action not expressly set forth in this Agreementsuch written instructions. In case a Master Servicer Event If the approval of Termination has occurred and remains uncuredany governmental agency or body is required in order to carry out the instructions of the Administrative Agent, including, without limitation, the approval of MARAD under applicable United States Maritime Laws, the Trustee shall exercise not be required to carry out such instructions unless such approval shall have been obtained. Section 4.02. The Trustee shall not have any duty or obligation to manage, operate, control, use, sell, make investments in respect of, dispose of or otherwise deal with the Ships, any Ship Security Instrument or any other part of the rights Trust Estate or to otherwise take or refrain from taking any action under, or in connection with the Ship Security Instruments, except as expressly provided by the terms of this Trust Agreement or as expressly provided in written instructions received from the Administrative Agent. Except for the accounting for monies or things actually received by it as Trustee hereunder the Trustee shall have no duties as to any monies, instruments or securities. The Trustee shall not be obligated or required, and powers vested this Trust Agreement shall not be construed so as to obligate or require the Trustee, to expend or risk its own funds or incur any financial responsibility in it by the performance of any of its duties under this Trust Agreement, and use to file any reports or other matters with any governmental authority relating to the same degree of care and skill in their exercise matters hereof other than those required to be filed by the Trustee as a prudent person would exercise depository institution, or use to follow any written instructions received from any Lender or any Person other than the Administrative Agent. (a) In the event the Trustee shall be unable to act as trustee under any applicable governmental rule or regulation, the circumstances in the conduct of such person’s own affairs. Each sole obligation of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they are in the form required by this Agreement. Neither the Trustee nor the Trust Administrator hereunder shall be responsible for to advise the accuracy or content Administrative Agent promptly of any resolutionsuch fact of which it has Actual Knowledge and to resign under this Trust Agreement, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably if requested by the Master ServicerAdministrative Agent. The Trustee shall have no liability to the Administrative Agent, so as to enable the Master Servicer to make Secured Creditors, the reconciliations and verifications required Borrower, or any other Person by reason of its failure to be made by it pursuant or remain qualified to Section 3A.01. Neither act under applicable law as trustee, except that the Trustee nor the Trust Administrator agrees to pay its own costs and expenses, including, without limitation, legal counsel fees and expenses, in connection with any resignation under this Section 4.03. (b) The Trustee shall use its best efforts to maintain itself as an approved trustee by MARAD and properly comply with all regulations of MARAD in connection therewith including, without limitation, making such reports, filings and accountings as may be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of required. If the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice learns of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer Event of Default events which will or Master Servicer Event of Terminationcould, and after the curing of all such Servicer Events of Default in its opinion, result or Master Servicer Events of Termination which may have occurred, shall be determined solely by the express provisions of this Agreementresulted in its disqualification, the Trustee and shall promptly so advise the Trust Administrator Administrative Agent. Section 4.04. The Trustee shall not be liable except for furnish promptly to the performance of Administrative Agent each communication received by it or a copy thereof relating to any Ship Security Instrument, but shall have no duty to act upon or reply to any 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 Trust Administrator and, communication in the absence of bad faith on written instructions from the part Administrative Agent. Section 4.05. The Trustee shall keep custody of the Trustee any cover notes, insurance policies, brokers' opinion letters, or the Trust Administrator, other documents delivered to it from time to time as applicable, the Trustee or the Trust Administrator, as applicable, may conclusively rely, as be required by any Ship Security Instrument and shall promptly give copies thereof to the truth Administrative Agent. The Trustee shall have no duty to advise the Administrative Agent of the statements its failure to receive in timely fashion any such insurance document and the correctness responsibility of the opinions expressed therein, upon determining if any certificates or opinions furnished to it that conform to insurance document does not comply with the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator Ship Security Instruments shall be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers solely that of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall 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 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 the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this AgreementAdministrative Agent.

Duties of the Trustee. The Trustee, before prior to the occurrence of a Master Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or any such Master Servicer Events Event of Termination that may have occurredDefault, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this the Trust Agreement. In case Notwithstanding anything to the contrary herein, the appointment by the Trustee of Xxxxx Fargo Bank, N.A. as Securities Administrator to perform the duties and obligations specifically set forth in Sections 2.03, 3.01, 3.02, 3.03, 3.05, 4.01, 4.03, 4.04, 5.02, 5.03, 5.04, 5.08, 7.01, 7.02 and 10.03 hereof, and any other duties and obligations as may be set forth in a letter agreement between Xxxxx Fargo Bank, N.A. and the Trustee, shall not release the Trustee from its duty to perform such duties and obligations hereunder. During a Master Servicer Event of Termination Default relating to the Trustee of which a Responsible Officer of the Trustee has occurred and remains uncurednotice, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, the Trust Agreement and use the same degree of care and skill in their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. Each of the The Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments created by any Person other than itself and furnished to it that which are specifically required to be furnished pursuant to any provision of this the Trust Agreement, Custodial Agreement, Servicing Agreement, Sale Agreement or Assignment Agreement shall examine them to determine whether they are in conform to the form required by this Agreement. Neither requirements of such agreement; provided, however, that the Trustee nor shall not be under any duty to recalculate, verify or recompute the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees information provided to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received it hereunder by the Trust Administrator from Servicer or the Servicer on Depositor. If any such Remittance Date and any other information reasonably requested by instrument is found not to conform to the Master Servicerrequirements of such agreement in a material manner, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed take action as it deems appropriate to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectivelyinstrument corrected, and such if the instrument is not corrected to its satisfaction, then it will provide notice references any of thereof to the Certificates, other and to the Trust, the REMICs or this AgreementCertificateholders. No provision of this the Trust Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (ia) The duties and obligations of the Trust Administrator, and with respect to the duties and obligations of the Trustee, prior Prior to the occurrence of a any Master Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all of such Servicer Events of Default or Master Servicer Events Default, the respective duties and obligations of Termination which may have occurred, the Trustee shall be determined solely by the express provisions of this Agreementthe Trust Agreement (including the obligation, if any, of the Trustee to enforce each Servicing Agreement against the related Servicer, each Custodial Agreement against the related Custodian, each Sale Agreement against the related Seller, each Assignment Agreement against GSMC and otherwise to act as owner under such agreements for the benefit of the Certificateholders), the Trustee and the Trust Administrator shall not be liable except for the performance of such the respective duties and obligations as are specifically set forth in this the Trust Agreement, no implied covenants or obligations shall be read into this the Trust Agreement against the Trustee or the Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicableTrustee, the Trustee or the Trust Administrator, as applicable, 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 it the Trustee that conform to the requirements of this the Trust Agreement; (iib) Neither the The Trustee nor the Trust Administrator shall not be personally liable for an error of judgment made in good faith by a Responsible an Officer or Responsible Officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the ; (c) The Trustee nor the Trust Administrator 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 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 the Trust AdministratorTrustee, or exercising any trust or power conferred upon the Trustee or Trustee, under the Trust Agreement; (d) Any determination of negligence, bad faith, willful misconduct or breach of conduct of the Trustee shall be made only upon a finding that there is clear and convincing evidence (and not upon the mere preponderance of evidence) thereof in a proceeding before a court of competent jurisdiction in which the Trustee has had an opportunity to defend; and (e) In no event shall the Trustee be held liable for the actions or omissions of any Master Servicer, Securities Administrator, Credit Risk Advisor, Servicer or Custodian (excepting the Trustee’s own actions as Master Servicer, Securities Administrator, Servicer or Custodian). Prior to the occurrence of any Event of Default and after the curing of all such Events of Default, other than those obligations assumed by the Trustee as successor Servicer under this AgreementArticle VII, no provision of the Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it unless such risk or liability relates to duties set forth herein.

Duties of the Trustee. The Trustee, before prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of Termination and after the curing or waiver of all Servicer Events of Default or Master Servicer Events of Termination that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer If an Event of Termination Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Each of the Trustee and the Trust AdministratorThe Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that the Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement. Neither ; provided, however, that the Trustee nor the Trust Administrator shall will not be responsible for the accuracy or content of any resolutionsuch resolutions, certificatecertificates, statementstatements, opinionopinions, reportreports, document, order, documents or other instrumentinstruments. The Trust Administrator agrees If any such instrument is found not to notify conform to the Master Servicer requirements of this Agreement in writing no later than 5:00 p.m. New York time on each Remittance Date a material manner, the Trustee shall take such action as it deems appropriate to have the instrument corrected. If the instrument is not corrected to the satisfaction of the aggregate dollar amount Trustee, the Trustee shall provide notice thereof to the Certificateholders, the Certificate Insurer and any NIMS Insurer and will, at the expense of the funds received Trust Fund, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the CertificatesCertificateholders, the TrustCertificate Insurer or any NIMS Insurer. On each Distribution Date, the REMICs or this AgreementTrustee, as Paying Agent, shall make monthly distributions the Certificateholders from funds in the Distribution Account, the Basis Risk Reserve Fund, the Yield Maintenance Account, the Class 0X-0X0 Xxxxx Xxxxxxxxxxx Account, the Class 0X-0X0 Xxxxx Xxxxxxxxxxx Account and the Final Maturity Reserve Account, as applicable, in each case as provided in Sections 5.01, 5.07, 5.09 and 5.10 herein. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of TerminationDefault, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable except for the performance of such 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 Trustee or the Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicableTrustee, the Trustee or the Trust Administrator, as applicable, 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 it that conform the Trustee and conforming to the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator 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 Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining or investigating the pertinent facts; and Neither facts related thereto; (iii) the Trustee nor the Trust Administrator 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 consent or at the direction of the Certificate Insurer, any NIMS Insurer or Holders of Certificates entitled to at least 25% of the Voting Rights as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Trustee or the Trust Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement; (iv) the Trustee shall not be responsible for any act or omission of the Servicer (except in its capacity as successor servicer to the extent provided in Section 7.02(a)), the Depositor, the Seller or the Custodian; and (v) the Trustee shall not be charged with knowledge of any Event of Default unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice at the Corporate Trust Office of such Event of Default. The Trustee shall not appoint any Subcontractor without receiving the prior written consent of the Depositor to appoint any Subcontractor, which consent shall not be unreasonably withheld. If the Trustee appoints a Subcontractor without receiving such prior written consent, the Trustee shall be deemed to be in breach of this Agreement and may be removed by the Depositor. The Trustee shall promptly notify the Depositor and the Sponsor of knowledge thereof (i) of any legal proceedings pending against the Trustee of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Trustee shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the responsible parties listed on Exhibit O. On or before March 1 of each year, the Depositor shall distribute the information on Exhibit O to the Trustee. The Trustee shall not be required to expend or risk its own funds or otherwise incur financial or other 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 indemnity satisfactory to it against such risk or liability is not assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under the Servicing Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of the Servicing Agreement.

Duties of the Trustee. The (a) Other than while acting in its capacity as Successor Servicer, the Trustee, before prior to the occurrence of a Servicer Event Default of Default or Master Servicer Event which a Responsible Officer of Termination the Trustee has actual knowledge and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that Defaults which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied duties or covenants shall be read into this Agreement against the Trustee. In case If a Master Responsible Officer of the Trustee has actual knowledge that a Servicer Event of Termination Default has occurred and remains uncured(which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Agreement, Agreement and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. Each of the Trustee Pooling and the Trust AdministratorServicing Agreement (b) The Trustee, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement or any Supplement, shall examine them to determine whether they are in the form required by this Agreement. Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator 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 Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, 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 it that substantially conform to the requirements of this Agreement; (ii) Neither Agreement or any Supplement. The Trustee shall give prompt written notice to the Certificateholders, any Enhancement Provider and each Rating Agency of any material lack of conformity of any such instrument to the applicable requirements of this Agreement or any Supplement discovered by the Trustee nor the Trust Administrator shall be personally liable for an error of judgment made in good faith by which would entitle any Enhancement Provider or a Responsible Officer or Responsible Officers specified percentage of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall be personally liable with respect Investor Certificateholders to take any action taken, suffered pursuant to this Agreement or omitted to be taken by it in good faith in accordance with the direction of the 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 the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this AgreementSupplement.

Duties of the Trustee. The Trustee, before the occurrence of a Servicer (a) If an Event of Default or Master Servicer Rapid Amortization Event actually known to a Trust Officer has occurred and is continuing, the Trustee shall (except in the case of the receipt of directions with respect to such matter from the Control Party in accordance with the terms of this Base Indenture or another Related Document in which event the Trustee’s sole obligation will be to await such direction and act or refrain from acting in accordance therewith) exercise (b) Except during the occurrence and continuance of an Event of Default, Rapid Amortization Event, Manager Termination and after the curing Event or Servicer Termination Event of all Servicer Events of Default or Master Servicer Events of Termination that may which a Trust Officer shall have occurred, shall undertake Actual Knowledge: (i) The Trustee undertakes to perform such only those duties and only such duties as that are specifically set forth in this Agreement. In case the Indenture or any other Related Document to which it is a Master Servicer Event of Termination has occurred party and remains uncuredno others, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they are in the form required by this Agreement. Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this AgreementIndenture, and no implied covenants or obligations shall be read into this Agreement the Indenture or any other Related Document against the Trustee or the Trust Administrator and, in Trustee; and (ii) In the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicableits part, the Trustee or the Trust Administrator, as applicable, 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 it that the Trustee and conforming to the requirements of the Indenture and any other applicable Related Document; provided, however, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates or opinions to determine whether or not they conform to the requirements of this Agreement;the Indenture and shall promptly notify the party of any non-conformity. (iic) Neither The Trustee may not be relieved from liability for its own negligent action, bad faith or willful misconduct, except that: (i) This clause (c) does not limit the Trustee nor the Trust Administrator shall be personally liable for an error effect of judgment made in good faith by a Responsible Officer or Responsible Officers clause (b) of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall 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 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 the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this AgreementSection 10.1.

Duties of the Trustee. The Trustee, before the occurrence of a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer Event of Termination has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they are in the form required by this Agreement. Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this Agreement. 181 No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator 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 Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, 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 it that conform to the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator 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 Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall 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 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 the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement.

Duties of the Trustee. The Trustee, before the occurrence of a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer Event of Termination has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they are in the form required by this Agreement. Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this Agreement. 148 No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator 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 Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, 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 it that conform to the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator 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 Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall 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 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 the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement.

Duties of the Trustee. (a) Reserved. (b) The Trustee, before the occurrence of a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer Event of Termination has occurred Agreement and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they are in the form required by this Agreement. Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee. (c) The Trustee and its directors, officers, employees and agents may not be protected from liability which would otherwise be imposed by reason of willful misfeasance, bad faith or the Trust Administrator and, gross negligence in the absence performance of bad faith on their respective duties or by reason of reckless disregard of obligations and duties under this Agreement, except that: (i) this paragraph does not limit the part effect of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, 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 it that conform to the requirements paragraph (b) of this Agreement;Section; and (ii) Neither the Trustee nor the Trust Administrator 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 Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken not taken, by it the Trustee in good faith pursuant to this Agreement or for errors in accordance with the direction judgment. (d) Every provision of the Holders of Certificates entitled to at least 25% of the Voting Rights relating this Agreement shall be subject to the time, method provisions of this Section and place of conducting any proceeding Section 8.02. (e) The Trustee shall not be liable for any remedy available to the Trustee indebtedness evidenced by or the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, arising under this Agreement, including principal of or interest on the Q-REMIC Interests, or interest on any money received by it except as the Trustee may agree in writing. (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law or the terms of this Agreement. (g) No provision of this Agreement shall require the Trustee to expend, advance or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (h) The Trustee, or the Administrator on its behalf, may, but shall not be obligated to, undertake any legal action that it deems necessary or desirable in the interest of Holders. The Trustee, or the Administrator on its behalf, may be reimbursed for the legal expenses and costs of such action from the assets of the related Trust Fund.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association in its capacity as Supplemental Interest Trust Trustee. In the performance of its obligations under this Agreement, the Cap Contracts and the Swap Agreement, the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, before prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer an Event of Termination Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, Agreement and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Each In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the Trustee majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the Trust Administratorrights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they are in conform on their face to the form required by requirements of this Agreement. Neither If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date person providing such Agreement of such non-conformance, and if the aggregate dollar amount of instrument is not corrected to the funds received its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Trust Administrator from Certificateholders and the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this AgreementNIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misconductmisfeasance or bad faith; provided, however, that: (i) The duties and obligations of the Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of TerminationDefault, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable liable, individually or as Trustee, 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 Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, 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 it that conform the Trustee and conforming to the requirements of this AgreementAgreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) Neither the Trustee nor the Trust Administrator shall not, individually or as Trustee, be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent or acted in ascertaining the pertinent facts; and Neither bad faith or with willful misfeasance; (iii) the Trustee nor the Trust Administrator shall not be personally liable liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the NIMs Insurer or the Holders of Certificates entitled to at least 25% of the Voting Rights in accordance with this Agreement relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Trust AdministratorTrustee, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement; and (iv) the Trustee shall not be responsible for the acts or omissions of the Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. 9.1 The Trustee, before the occurrence of a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer Event of Termination has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they are in the form required by this Agreement. Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, thatscheme shall: (i) The duties and obligations take into custody or under his control all the property of the Trust Administrator, scheme and hold it in trust for the unit holders in accordance with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, shall be determined solely by the express provisions of this Agreement, the Trustee Deed of Trust and the Trust Administrator shall not be liable except for the performance of such duties ensure that cash and obligations as registrable assets are specifically set forth in this Agreement, no implied covenants held or obligations shall be read into this Agreement against the Trustee or the Trust Administrator and, registered in the absence name of bad faith on or to the part order of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, 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 it that conform to the requirements of this Agreementscheme; (ii) Neither the Trustee nor the Trust Administrator shall be personally liable for an error any act or omission of judgment made any agent with whom any investments in good faith by a Responsible Officer bearer form are deposited as if they were the act or Responsible Officers omission of any nominee in relation to any investment forming part of the Trustee or property of the Trust Administrator, as applicable, unless it shall be proved scheme; (iii) take reasonable care to ensure that the Trustee or initial sale, sale, repurchase and cancellation of units effected by the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith scheme are carried out in accordance with the direction provisions of this Deed of Trust; (iv) take reasonable care to ensure that the methods adopted by the Manager in calculating the value of units are adequate to ensure that the sale and repurchase prices are calculated in accordance with the provisions of this Deed of Trust; (v) carry out the instructions of the Holders Manager in respect of Certificates entitled investment unless they are in conflict with the provisions of this deed; (vi) take reasonable care to at least 25% ensure that the investment and borrowing limitations set out in this Deed of Trust and conditions stipulated in any law or regulations under which this scheme is authorized are complied with; (vii) issue a report to the unit holders to be included in the annual report on whether in the Trustee’s opinion, the Manager has in all material respects managed the scheme in accordance with provisions of this Deed of Trust: if the Manager has not done so, the respects in which it has not done so and the steps which the Trustee has taken in respect thereof; (viii) take reasonable care to ensure that unit certificates are not issued until subscription moneys have been paid. (ix) ensure that any registrable investments which are held for unit holders in the scheme are properly registered in the name of the Voting Rights relating scheme. (x) where title to investments is recorded electronically, to ensure that entitlements are separately identified from those of the time, method and place manager of conducting any proceeding for any remedy available to the Trustee or scheme in the Trust Administrator, or exercising any trust or power conferred upon records of the Trustee or the Trust Administrator, under this Agreementperson maintaining records of entitlement.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association in its capacity as Supplemental Interest Trust Trustee and in the performance of its obligations under this Agreement, the Cap Contracts and the Swap Agreement, the Supplemental Interest Trust Trustee shall have all of the protections, immunities and benefits of the Trustee. The Trustee, before prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer an Event of Termination Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, Agreement and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Each In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the Trustee majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the Trust Administratorrights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they are in conform on their face to the form required by requirements of this Agreement. Neither If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date person providing such Agreement of such non-conformance, and if the aggregate dollar amount of instrument is not corrected to the funds received its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Trust Administrator from Certificateholders and the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this AgreementNIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misconductmisfeasance or bad faith; provided, however, that: (i) The duties and obligations of the Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of TerminationDefault, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable liable, individually or as Trustee, 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 Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, 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 it that conform the Trustee and conforming to the requirements of this AgreementAgreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) Neither the Trustee nor the Trust Administrator shall not, individually or as Trustee, be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent or acted in ascertaining the pertinent facts; and Neither bad faith or with willful misfeasance; (iii) the Trustee nor the Trust Administrator shall not be personally liable liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the NIMs Insurer or the Holders of Certificates entitled to at least 25% of the Voting Rights in accordance with this Agreement relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Trust AdministratorTrustee, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement; and (iv) the Trustee shall not be responsible for the acts or omissions of any servicer or subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement , the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, before prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer an Event of Termination Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, Agreement and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Each In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Trust AdministratorCertificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they are in conform on their face to the form required by requirements of this Agreement. Neither If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date person providing such Agreement of such non-conformance, and if the aggregate dollar amount of instrument is not corrected to the funds received its satisfaction, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this AgreementCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misconductmisfeasance or bad faith; provided, however, that: (i) The duties and obligations of the Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of TerminationDefault, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable liable, individually or as Trustee, 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 Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, 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 it that conform the Trustee and conforming to the requirements of this AgreementAgreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) Neither the Trustee nor the Trust Administrator shall not, individually or as Trustee, be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent or acted in ascertaining the pertinent facts; and Neither bad faith or with willful misfeasance; (iii) the Trustee nor the Trust Administrator shall not be personally liable liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Certificates entitled to at least 25% of the Voting Rights in accordance with this Agreement relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Trust AdministratorTrustee, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. The Trustee, before prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of Termination and after the curing or waiver of all Servicer Events of Default or Master Servicer Events of Termination that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer If an Event of Termination Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Each of the Trustee and the Trust AdministratorThe Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that the Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement. Neither ; provided, however, that the Trustee nor the Trust Administrator shall will not be responsible for the accuracy or content of any resolutionsuch resolutions, certificatecertificates, statementstatements, opinionopinions, reportreports, document, order, documents or other instrumentinstruments. The Trust Administrator agrees If any such instrument is found not to notify conform to the Master Servicer requirements of this Agreement in writing no later than 5:00 p.m. New York time on each Remittance Date a material manner, the Trustee shall take such action as it deems appropriate to have the instrument corrected. If the instrument is not corrected to the satisfaction of the aggregate dollar amount Trustee, the Trustee shall provide notice thereof to the Certificateholders and any NIMS Insurer and will, at the expense of the funds received Trust Fund, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the Trust Administrator from the Servicer on such Remittance Date and Certificateholders or any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01NIMS Insurer. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the CertificatesOn each Distribution Date, the TrustTrustee, as Paying Agent, shall make monthly distributions the Certificateholders from funds in the Distribution Account, the REMICs or this AgreementBasis Risk Reserve Fund, the Yield Maintenance Account and the Final Maturity Reserve Account, as applicable, in each case as provided in Sections 5.01, 5.07, 5.09 and 5.10 herein. 128 No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of TerminationDefault, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable except for the performance of such 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 Trustee or the Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicableTrustee, the Trustee or the Trust Administrator, as applicable, 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 it that conform the Trustee and conforming to the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator 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 Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining or investigating the pertinent facts; and Neither facts related thereto; (iii) the Trustee nor the Trust Administrator 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 consent or at the direction of the any NIMS Insurer or Holders of Certificates entitled to at least 25% of the Voting Rights as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Trustee or the Trust Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement; (iv) the Trustee shall not be responsible for any act or omission of the Servicer (except in its capacity as successor servicer to the extent provided in Section 7.02(a)), the Depositor, the Seller or the Custodian; and (v) the Trustee shall not be charged with knowledge of any Event of Default unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice at the Corporate Trust Office of such Event of Default. The Trustee shall not appoint any Subcontractor without receiving the prior written consent of the Depositor to appoint any Subcontractor, which consent shall not be unreasonably withheld. If the Trustee appoints a Subcontractor without receiving such prior written consent, the Trustee shall be deemed to be in breach of this Agreement and may be removed by the Depositor. The Trustee shall promptly notify the Depositor and the Sponsor of knowledge thereof (i) of any legal proceedings pending against the Trustee of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Trustee shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the responsible parties listed on Exhibit O. On or before March 1 of each year, the Depositor shall distribute the information on Exhibit O to the Trustee. 129 The Trustee shall not be required to expend or risk its own funds or otherwise incur financial or other 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 indemnity satisfactory to it against such risk or liability is not assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under the Servicing Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of the Servicing Agreement.

Duties of the Trustee. The Trustee, before the occurrence of a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer Event of Termination has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they are in the form required by this Agreement. Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator 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 Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, may Fremont [200___-___] Pooling & Servicing Agreement conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to it that conform to the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator 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 Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall 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 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 the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement.

Duties of the Trustee. The Trustee, before prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of Termination and after the curing or waiver of all Servicer Events of Default or Master Servicer Events of Termination that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer If an Event of Termination Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Each of the Trustee and the Trust AdministratorThe Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that the Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement. Neither ; provided, however, that the Trustee nor the Trust Administrator shall will not be responsible for the accuracy or content of any resolutionsuch resolutions, certificatecertificates, statementstatements, opinionopinions, reportreports, document, order, documents or other instrumentinstruments. The Trust Administrator agrees If any such instrument is found not to notify conform to the Master Servicer requirements of this Agreement in writing no later than 5:00 p.m. New York time on each Remittance Date a material manner, the Trustee shall take such action as it deems appropriate to have the instrument corrected. If the instrument is not corrected to the satisfaction of the aggregate dollar amount Trustee, the Trustee shall provide notice thereof to the Certificateholders and any NIMS Insurer and will, at the expense of the funds received Trust Fund, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the Trust Administrator from the Servicer on such Remittance Date and Certificateholders or any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01NIMS Insurer. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the CertificatesOn each Distribution Date, the TrustTrustee, as Paying Agent, shall make monthly distributions the Certificateholders from funds in the Distribution Account, the REMICs or this AgreementBasis Risk Reserve Fund, the Yield Maintenance Account, the Class 2A-1C2 Yield Maintenance Account and the Final Maturity Reserve Account, as applicable, in each case as provided in Sections 5.01, 5.07, 5.09, 5.12 and 10.01 herein. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of TerminationDefault, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable except for the performance of such 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 Trustee or the Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicableTrustee, the Trustee or the Trust Administrator, as applicable, 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 it that conform the Trustee and conforming to the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator 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 Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining or investigating the pertinent facts; and Neither facts related thereto; (iii) the Trustee nor the Trust Administrator 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 consent or at the direction of the any NIMS Insurer or Holders of Certificates entitled to at least 25% of the Voting Rights as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Trustee or the Trust Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement; (iv) the Trustee shall not be responsible for any act or omission of the Servicer (except in its capacity as successor servicer to the extent provided in Section 7.02(a)), the Depositor, the Seller or the Custodian; and (v) the Trustee shall not be charged with knowledge of any Event of Default unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice at the Corporate Trust Office of such Event of Default. The Trustee shall not appoint any Subcontractor without receiving the prior written consent of the Depositor to appoint any Subcontractor, which consent shall not be unreasonably withheld. If the Trustee appoints a Subcontractor without receiving such prior written consent, the Trustee shall be deemed to be in breach of this Agreement and may be removed by the Depositor. The Trustee shall promptly notify the Depositor and the Sponsor of knowledge thereof (i) of any legal proceedings pending against the Trustee of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Trustee shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the responsible parties listed on Exhibit O. On or before March 1 of each year, the Depositor shall distribute the information on Exhibit O to the Trustee. The Trustee shall not be required to expend or risk its own funds or otherwise incur financial or other 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 indemnity satisfactory to it against such risk or liability is not assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under the Servicing Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of the Servicing Agreement.

Duties of the Trustee. The Trustee, before prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of Termination and after the curing or waiver of all Servicer Events of Default or Master Servicer Events of Termination that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer If an Event of Termination Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Each of the Trustee and the Trust AdministratorThe Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that the Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement. Neither ; provided, however, that the Trustee nor the Trust Administrator shall will not be responsible for the accuracy or content of any resolutionsuch resolutions, certificatecertificates, statementstatements, opinionopinions, reportreports, document, order, documents or other instrumentinstruments. The Trust Administrator agrees If any such instrument is found not to notify conform to the Master Servicer requirements of this Agreement in writing no later than 5:00 p.m. New York time on each Remittance Date a material manner, the Trustee shall take such action as it deems appropriate to have the instrument corrected. If the instrument is not corrected to the satisfaction of the aggregate dollar amount Trustee, the Trustee shall provide notice thereof to the Certificateholders and any NIMS Insurer and will, at the expense of the funds received Trust Fund, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the Trust Administrator from Certificateholders or any NIMS Insurer. On each Distribution Date (or in the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice case of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by payments to the Trustee or Swap Provider, on the Trust Administrator, respectively, and such notice references any of the CertificatesSwap Payment Date), the TrustTrustee, as Paying Agent, shall make monthly distributions the Certificateholders and the Swap Provider from funds in the Distribution Account, the REMICs or this AgreementBasis Risk Reserve Fund, the Swap Account and the Basis Risk Cap Account as provided in Sections 5.01, 5.07 and 10.01 herein. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of TerminationDefault, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable except for the performance of such 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 Trustee or the Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicableTrustee, the Trustee or the Trust Administrator, as applicable, 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 it that conform the Trustee and conforming to the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator 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 Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining or investigating the pertinent facts; and Neither facts related thereto; (iii) the Trustee nor the Trust Administrator 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 consent or at the direction of the any NIMS Insurer or Holders of Certificates entitled to at least 25% of the Voting Rights as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Trustee or the Trust Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement; (iv) the Trustee shall not be responsible for any act or omission of the Servicer (except in its capacity as successor servicer to the extent provided in Section 7.02(a)), the Depositor, the Seller or the Custodian; and (v) the Trustee shall not be charged with knowledge of any Event of Default unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice at the Corporate Trust Office of such Event of Default. The Trustee shall not appoint any Subcontractor without receiving the prior written consent of the Depositor to appoint any Subcontractor, which consent shall not be unreasonably withheld. If the Trustee appoints a Subcontractor without receiving such prior written consent, the Trustee shall be deemed to be in breach of this Agreement and may be removed by the Depositor. The Trustee shall promptly notify the Depositor and the Sponsor of knowledge thereof (i) of any legal proceedings pending against the Trustee of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Trustee shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the responsible parties listed on Exhibit O. On or before March 1 of each year, the Depositor shall distribute the information on Exhibit O to the Trustee. The Trustee shall not be required to expend or risk its own funds or otherwise incur financial or other 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 indemnity satisfactory to it against such risk or liability is not assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under the Servicing Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of the Servicing Agreement.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof, the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, before prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer an Event of Termination Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, Agreement and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Each In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Trust AdministratorCertificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they are in conform on their face to the form required by requirements of this Agreement. Neither If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date person providing such Agreement of such non-conformance, and if the aggregate dollar amount of instrument is not corrected to the funds received its satisfaction, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this AgreementCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misconductmisfeasance or bad faith; provided, however, that: (i) The duties and obligations of the Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of TerminationDefault, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable liable, individually or as Trustee, 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 Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, 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 it that conform the Trustee and conforming to the requirements of this AgreementAgreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) Neither the Trustee nor the Trust Administrator shall not, individually or as Trustee, be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent or acted in ascertaining the pertinent facts; and Neither bad faith or with willful misfeasance; (iii) the Trustee nor the Trust Administrator shall not be personally liable liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Certificates entitled to at least 25% of the Voting Rights in accordance with this Agreement relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Trust AdministratorTrustee, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. The Trustee, before prior to the occurrence of a Master Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or any such Master Servicer Events Event of Termination that may have occurredDefault, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this the Trust Agreement. In case Notwithstanding anything to the contrary herein, the appointment by the Trustee of Xxxxx Fargo Bank, N.A. as Securities Administrator to perform the duties and obligations specifically set forth in Sections 2.03, 3.01, 3.02, 3.03, 3.05, 4.01, 4.03, 4.04, 5.02, 5.03, 5.04, 5.08, 7.01, 7.02 and 10.03 hereof, and any other duties and obligations as may be set forth in a letter agreement between Xxxxx Fargo Bank, N.A. and the Trustee, shall not release the Trustee from its duty to perform such duties and obligations hereunder. During a Master Servicer Event of Termination Default relating to the Trustee of which a Responsible Officer of the Trustee has occurred and remains uncurednotice, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, the Trust Agreement and use the same degree of care and skill in their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. Each of the The Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments created by any Person other than itself and furnished to it that which are specifically required to be furnished pursuant to any provision of this the Trust Agreement, Custodial Agrreement, Servicing Agreement, Sale Agreement or Assignment Agreement shall examine them to determine whether they are in conform to the form required by this Agreement. Neither requirements of such agreement; provided, however, that the Trustee nor shall not be under any duty to recalculate, verify or recompute the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees information provided to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received it hereunder by the Trust Administrator from Servicer or the Servicer on Depositor. If any such Remittance Date and any other information reasonably requested by instrument is found not to conform to the Master Servicerrequirements of such agreement in a material manner, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed take action as it deems appropriate to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectivelyinstrument corrected, and such if the instrument is not corrected to its satisfaction, then it will provide notice references any of thereof to the Certificates, other and to the Trust, the REMICs or this AgreementCertificateholders. No provision of this the Trust Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (ia) The duties and obligations of the Trust Administrator, and with respect to the duties and obligations of the Trustee, prior Prior to the occurrence of a any Master Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all of such Servicer Events of Default or Master Servicer Events Default, the respective duties and obligations of Termination which may have occurred, the Trustee shall be determined solely by the express provisions of this Agreementthe Trust Agreement (including the obligation, if any, of the Trustee to enforce each Servicing Agreement against the related Servicer, each Custodial Agreement against the related Custodian, each Sale Agreement against the related Seller, each Assignment Agreement against GSMC and otherwise to act as owner under such agreements for the benefit of the Certificateholders), the Trustee and the Trust Administrator shall not be liable except for the performance of such the respective duties and obligations as are specifically set forth in this the Trust Agreement, no implied covenants or obligations shall be read into this the Trust Agreement against the Trustee or the Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicableTrustee, the Trustee or the Trust Administrator, as applicable, 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 it the Trustee that conform to the requirements of this the Trust Agreement; (iib) Neither the The Trustee nor the Trust Administrator shall not be personally liable for an error of judgment made in good faith by a Responsible an Officer or Responsible Officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the ; (c) The Trustee nor the Trust Administrator 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 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 the Trust AdministratorTrustee, or exercising any trust or power conferred upon the Trustee or Trustee, under the Trust Agreement; (d) Any determination of negligence, bad faith, willful misconduct or breach of conduct of the Trustee shall be made only upon a finding that there is clear and convincing evidence (and not upon the mere preponderance of evidence) thereof in a proceeding before a court of competent jurisdiction in which the Trustee has had an opportunity to defend; and (e) In no event shall the Trustee be held liable for the actions or omissions of any Master Servicer, Securities Administrator, Credit Risk Advisor, Servicer or Custodian (excepting the Trustee’s own actions as Master Servicer, Securities Administrator, Servicer or Custodian). Prior to the occurrence of any Event of Default and after the curing of all such Events of Default, other than those obligations assumed by the Trustee as successor Servicer under this AgreementArticle VII, no provision of the Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it unless such risk or liability relates to duties set forth herein.

Duties of the Trustee. The Trustee, before the occurrence of a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer Event of Termination has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they are in the form required by this Agreement. Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Fremont 2004-D Pooling & Servicing Agreement 139 Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator 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 Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, 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 it that conform to the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator 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 Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall 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 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 the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement.

Duties of the Trustee. The Trustee hereby accepts the trusts imposed upon it by this Indenture and agrees to perform said trusts, but only upon and subject to the following express terms and conditions, and no implied covenants or obligations shall be read into this Indenture against the Trustee: (a) The Trustee, before prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of Termination under this Indenture and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that which may have occurredoccurred under this Indenture, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this AgreementIndenture. In case a Master Servicer an Event of Termination Default under this Indenture has occurred and remains uncured(which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this AgreementIndenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s his own affairs. Each . (b) The Trustee may execute any of the Trustee trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees but shall be answerable for the conduct of the same in accordance with the standard specified above and in Section 8.1(g), and shall be entitled to act upon the advice or an Opinion of Counsel concerning all matters of trust hereof and the Trust Administratorduties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon receipt the advice or Opinion of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement Counsel and shall examine them to determine whether they are in the form required by this Agreement. Neither the Trustee nor the Trust Administrator shall not be responsible for any loss or damage resulting from any action or, nonaction taken by or omitted to be taken in good faith in reliance upon the accuracy advice or content such Opinion of Counsel. (c) The Trustee shall not be responsible for any recital herein or in the Certificates (except in respect of the execution of the Certificates on behalf of the Trustee), or for the recording or rerecording, filing or refiling of the Lease or this Indenture or any amendments or supplements thereto or hereto or instruments of further assurance or any financing statements (other than continuation statements) in connection therewith, or for insuring the 2025 Leased Property, or collecting any insurance moneys or for the validity of the execution by the Corporation of this Indenture or of any resolutionamendments or supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Certificates executed and delivered hereunder or intended to be secured hereby, or for the value of or title to the 2025 Leased Property, and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Corporation or the District, except as provided herein; but the Trustee may require of the Corporation or the District full information and advice as to the performance of the covenants, conditions and agreements aforesaid. The Trustee shall have no obligation to perform any of the duties of the District under the Lease; and the Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Article V hereof. (d) The Trustee makes no representations as to the value or condition of the Trust Estate or any part thereof (except for funds or investments held by the Trustee), or as to the validity or sufficiency of this Indenture or the Certificates. The Trustee shall not be accountable for the use of any Certificates delivered to the Initial Purchasers hereunder. The Trustee, in its individual or any other capacity, may become the owner of Certificates with the same rights which it would have if not Trustee. (e) The Trustee may rely and shall be protected in acting or refraining from acting upon any notice, request, consent, certificate, statement, opinion, report, document, order, affidavit, letter, telegram or other instrumentpaper or document believed to be genuine and correct and to have been signed or sent by the proper Person or Persons. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time Trustee may rely conclusively on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on any such Remittance Date certificate or other paper or document and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer shall not be required to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01any independent investigation in connection therewith. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any Person who at the Trust Administratortime of making such request or giving such authority or consent is the owner of any Certificate shall be conclusive and binding upon any Certificates executed and delivered in place thereof. (f) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, respectivelypaper or proceeding, and such notice references or whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee shall be entitled to rely upon a certificate signed on behalf of the CertificatesCorporation by the Corporation Representative, the Trust, the REMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 on behalf of the Trust AdministratorDistrict by the District Representative or such other Person as may be designated for such purpose by the District, and with respect to the duties and obligations as sufficient evidence of the Trusteefacts therein contained, and, prior to the occurrence of a Servicer an Event of Default of which the Trustee has been notified as provided in subsection (h) of this Section or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may by said subsection it is deemed to have occurrednotice, shall also be determined solely by at liberty to accept a similar certificate to the express provisions effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. (g) The permissive right of this Agreement, the Trustee and the Trust Administrator to do things enumerated in this Indenture shall not be liable construed as a duty and the Trustee shall not be answerable for other than its negligence or willful misconduct, and shall not be answerable for any negligent act of its attorneys, agents, receivers or employees which have been selected with due care. (h) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder except for failure by the performance District to cause to be made any of the payments to the Trustee required to be made by Article III hereof and Article VI of the Lease, unless the Trustee shall be specifically notified in writing of such duties Event of Default by the Corporation, the District, or by the owners of at least 25% in aggregate principal amount of Certificates then Outstanding, and obligations as are specifically set forth in all notices or other instruments required by this Agreement, no implied covenants or obligations shall Indenture to be read into this Agreement against delivered to the Trustee or the Trust Administrator must, in order to be effective, be delivered as provided in Section 10.9 hereof and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicablesuch notice so delivered, the Trustee may conclusively assume there is no Event of Default except as aforesaid. (i) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust in the manner and for the purposes for which they were received but need not be segregated from other funds except to the extent required by this Indenture or law. The Trustee shall not be under any liability for interest on any moneys received hereunder except such as may be agreed upon. (j) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right, but shall not be required, to inspect any and all of the 2025 Leased Property and Certificates, including all books, papers and records of the Corporation or the Trust AdministratorDistrict pertaining to the 2025 Leased Property and the Certificates. (k) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (l) Notwithstanding anything in this Indenture to the contrary, the Trustee shall have the right, but shall not be required, to demand in respect of the delivery of any Certificates, the withdrawal of any cash, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required, as applicablea condition of such action by the Trustee. (m) Before taking any action hereunder, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions require that satisfactory indemnity be furnished to it that conform for the reimbursement of all expenses which it may incur, including reasonable attorneys' fees, and to protect it against all liability, except liability which may result from its negligence or willful misconduct, by reason of any action so taken. (n) Notwithstanding any other provision of this Indenture to the requirements contrary, any provision relating to the conduct of, intended to provide authority to act, right to payment of this Agreement;fees and expenses, protection, immunity and indemnification to the Trustee, shall be interpreted to include any action of the Trustee, whether it is deemed to be in its capacity as Trustee, registrar, or paying agent. (iio) Neither the The Trustee nor the Trust Administrator shall be personally liable for an error may inform any Owner of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved any material environmental hazards that the Trustee or the Trust Administratorhas reason to believe exist, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the Trustee nor has the Trust Administrator shall be personally liable right to take no further action and, in such event no fiduciary duty exists which imposes any obligation for further action with respect to the Trust Estate or any portion thereof if the Trustee, in its individual capacity, determines that any such action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Certificates entitled to at least 25% of the Voting Rights relating to the time, method would materially and place of conducting any proceeding for any remedy available to adversely subject the Trustee to environmental or the Trust Administrator, or exercising any trust or power conferred upon other liability for which the Trustee or the Trust Administrator, under this Agreementhas not been adequately indemnified.

Duties of the Trustee. The Trustee, before prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer an Event of Termination Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, Agreement and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Each In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the Trustee majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the Trust Administratorrights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they are in conform on their face to the form required by requirements of this Agreement. Neither If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Trustee nor shall take such action as it deems appropriate to have the Trust Administrator shall be responsible for instrument corrected and if the accuracy or content of any resolutioninstrument is not corrected to its satisfaction, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees the Trustee will provide notice to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of Certificateholders and the aggregate dollar amount of the funds received NIMs Insurer and take such further action as directed by the Trust Administrator from Certificateholders and the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this AgreementNIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misconductmisfeasance or bad faith; provided, however, that: (i) The duties and obligations of the Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of TerminationDefault, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable liable, individually or as Trustee, 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 Trust Administrator and, in the absence of bad faith on the part of and the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, 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 it that conform the Trustee and conforming to the requirements of this AgreementAgreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) Neither the Trustee nor the Trust Administrator shall not, individually or as Trustee, be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent or acted in ascertaining the pertinent factsbad faith or with willful misfeasance; and Neither and (iii) the Trustee nor the Trust Administrator shall not be personally liable liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the NIMs Insurer or the Holders of Certificates entitled to at least 25% of the Voting Rights in accordance with this Agreement relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Trust AdministratorTrustee, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement.

Duties of the Trustee. The Trustee, before prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of Termination and after the curing or waiver of all Servicer Events of Default or Master Servicer Events of Termination that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer If an Event of Termination Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Each of the Trustee and the Trust AdministratorThe Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that the Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement. Neither ; provided, however, that the Trustee nor the Trust Administrator shall will not be responsible for the accuracy or content of any resolutionsuch resolutions, certificatecertificates, statementstatements, opinionopinions, reportreports, document, order, documents or other instrumentinstruments. 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. On each Distribution Date, the Trustee, shall make monthly distributions and the final distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 5.01 and 10.01 herein. The Trust Administrator agrees Trustee shall provide to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount Certificate Insurers one (1) copy of each notice, consent, certificate or report that it receives pursuant to the terms of the funds received by Servicing Agreement and is required to provide to the Trust Administrator from Certificateholders pursuant to the Servicer on such Remittance Date and terms of this Agreement, as well as a copy of any other information reasonably requested by the Master Servicer, so statements as to enable compliance and the Master Servicer to make the reconciliations and verifications annual independent public accountants’ servicing report required to be made by it delivered to the Trustee pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust AdministratorSections 4.4 and 4.5, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this Servicing Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer an Event of Default or Master Servicer Event of TerminationDefault, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator 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 Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicableTrustee, the Trustee or the Trust Administrator, as applicable, 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 it that conform the Trustee and conforming to the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator 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 Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining or investigating the pertinent facts; and Neither facts related thereto; (iii) the Trustee nor the Trust Administrator 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 consent or at the direction of the Holders of Certificates entitled to at least 25% of the Voting Rights as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Trustee or the Trust Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement; (iv) the Trustee shall not be responsible for any act or omission of the Servicer, the Depositor, the Seller or the Custodian, or any successor Custodian; and (v) the Trustee shall not be charged with knowledge of any Event of Default unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice at the Corporate Trust Office of such Event of Default. The Trustee shall not be required to expend or risk its own funds or otherwise incur financial or other 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 indemnity satisfactory to it against such risk or liability is not assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under the Servicing Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of the Servicing Agreement.

Duties of the Trustee. The Trustee, before the occurrence of a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer Event of Termination has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they are in the form required by this Agreement. Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01Xxxxxxx 0X.00. Xxxxxxx 0000-X Xxxxxxx & Servicing Agreement 138 Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator 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 Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, 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 it that conform to the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator 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 Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall 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 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 the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement.

Duties of the Trustee. The Trustee, before the occurrence of a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer Event of Termination has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they are in the form required by this Agreement. Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator 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 Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator 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 Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, may Fremont [200___-___] Pooling & Servicing Agreement 156 conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to it that conform to the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator 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 Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall 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 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 the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement.

Duties of the Trustee. (a) The Trustee, before the occurrence of a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake Trustee undertakes to --------------------- perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer Event of Termination has occurred and remains uncured, the The Trustee shall have the authority to 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 person would exercise or use under the circumstances in the conduct of such person’s own affairs. Each Any permissive right of the Trustee and the Trust Administratorset forth 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 it that the Trustee which are specifically required to be furnished to it pursuant to any provision of this Agreement or to it in its capacity as Collateral Holder pursuant to the Pooling and Servicing Agreement, shall examine them to determine whether they conform to the requirements of this Agreement or the pooling and Servicing Agreement. If any such instrument is found not to conform to the requirements of this Agreement or the Pooling and Servicing Agreement in a material manner, the Trustee shall take such action as a Majority in Interest of Certificateholders shall direct, and the Trustee will provide notice thereof to the Depositor, the Certificateholders and each Rating Agency. (c) In the event of a default in respect of the CRB Certificates, the Trustee shall proceed to enforce its rights as a holder of the CRB Certificates under the Pooling and Servicing Agreement, unless otherwise directed by a Majority in Interest of each Class of Certificates affected thereby. The Trustee may, in its discretion, and will, if so directed by a Majority in Interest of each Class of Certificates affected thereby, proceed to enforce any rights which it may have as a holder of CRB Certificates. In addition, a Majority in Interest of each Class of Certificates may together direct the time, method and place of conducting any proceeding for any remedy available to the Trustee as a holder of CRB Certificates. Notwithstanding the foregoing, the Trustee shall in no event exercise any of its rights as a Collateral Holder in an manner inconsistent with the terms of paragraphs (d) and (e) of this Section 5.01. (d) In the event that (i) the Trustee has the right to vote or give consent in respect of the CRB Certificates or receives a request from the trustee or the issuer of the CRB Certificates for its consent to any amendment, modification or waiver under any document relating to the CRB Certificates, or receives any other solicitation for any action with respect to the CRB Certificates, (ii) the Depositor notifies the Trustee of its determination that taking any such action is primarily intended to maintain the initial value or credit rating of the CRB Certificates, and any additional consequences that might arise as a result of taking any such action are incidental, and (iii) either (A) the CRB Certificate are in default, (B) the form required by this Agreement. Neither Depositor notifies the Trustee nor of its determination that the CRB Certificates will probably have their credit rating downgraded (or be in default) in the reasonably foreseeable future absent such action or (C) the Depositor delivers to the Trustee an opinion of tax counsel to the effect that the Trust Administrator will continue to qualify as a grantor trust under the Code if any such action were to be taken, then, (x) the Trustee shall be responsible mail a notice of such proposed action, including a description thereof, to each Certificateholder of record as of such date, (y) the Trustee shall request instructions from the Certificateholders as to whether or not to take such action and (z) the Trustee shall vote, give consent or otherwise act as Collateral Holder with respect to a particular matter in the same proportion as the Certificates of the Trust were actually voted with respect to such matter (or, if such a proportional action is not permitted, in accordance with the instructions of Holders of a Majority in Interest of the Certificates) as of a date determined by the Trustee prior to the date on which such action is required, provided that the Trustee shall have no liability for the accuracy or content of any resolution, certificate, statement, opinion, report, document, orderfailure to act resulting from Certificateholders' late return of, or other instrument. The Trust Administrator agrees failure to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably return, directions requested by the Master ServicerTrustee from the Certificateholders. If each of the conditions set forth in clauses (ii) and (iii) of the next preceding sentence are not satisfied, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither then the Trustee nor shall abstain from taking any action with respect to any vote, consent or other action that is referred to in clause (i) of the Trust Administrator next preceding sentence. (e) Notwithstanding anything to the contrary contained herein, the Trustee shall be deemed under no obligation to have knowledge of a Servicer Event of Default exercise or Master Servicer Event of Termination unless a Responsible Officer enforce any of the Trustee rights or powers vested in it by this Agreement or as the Trust AdministratorCollateral Holder, respectivelyat the request, has actual knowledge thereof order or unless written notice direction of any event which is in fact of the Certificateholders, unless such a Servicer Event of Default Certificateholders have offered to the Trustee security or Master Servicer Event of Termination is received indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee in compliance with such request, order or the Trust Administratordirection or if such request, respectively, and such notice references order or direction is in conflict with any rule of the Certificates, the Trust, the REMICs law or this Agreement. In the event of any default under this Agreement by the Depositor or any default under the CRB Certificates, subject to compliance with paragraph (d) above, the Trustee may in its discretion proceed to protect and enforce the rights of Certificateholders by any action, suit or proceeding deemed proper by the Trustee which is not inconsistent with any request or direction by the Holders of a Majority in Interest of the Certificates of each Class affected thereby. (f) No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconductmisconduct or from liability for any negligent action or any negligent failure to act in respect of the Trust Property, the CRB Certificates or the Pooling and Servicing Agreement in any capacity other than as Trustee; provided, however, that:: -------- ------- (i) The duties and obligations of the Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of a Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator 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 Trust Administrator and, in the absence of bad faith or negligence on the part of the Trustee or the Trust Administrator, as applicableTrustee, the Trustee or the Trust Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions certificates, opinions, documents and other statements furnished to it the Trustee that conform on their face to the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator 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 Trust Administrator, as applicableTrustee, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither and (iii) the Trustee nor the Trust Administrator shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith and believed by it to be authorized or within its discretion or authority hereunder or in accordance with the direction of the Holders of Certificates entitled to at least 25evidencing Percentage Interests aggregating not less than 66-2/3% of all the Voting Rights Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Trust AdministratorTrustee, or exercising any trust or power conferred upon the Trustee or the Trust AdministratorTrustee, under this Agreement.

Duties of the Trustee. The TrusteeTrustee shall have no authority, before control or responsibility with respect to the occurrence of a Servicer Event of Default Plan or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties Fund other than as are specifically set forth in this AgreementAgreement or the Plan. In case a Master Servicer Event The Trustee, through its agents or directly, shall have the following duties: (a) to hold, invest and reinvest the assets of Termination has occurred and remains uncuredthe Fund solely in accordance with the investment directions transmitted in accordance with Section 5, provided, however, the Trustee shall exercise such may, in its discretion, delegate its custodial responsibility to a corporate trustee or insurance company. (b) to pay moneys to or at the direction of the rights Company, including, when the Company shall so direct, payments to the participants and powers vested in it their beneficiaries, or to an insurance company to provide, by this Agreementthe purchase of an annuity contract or otherwise, and use for the same degree payment of care and skill in their exercise as a prudent person would exercise or use benefits under the circumstances in the conduct of such person’s own affairs. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they are in the form required by this Agreement. Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the Trustee or the Trust Administrator, respectively, and such notice references any of the Certificates, the Trust, the REMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconductPlan; provided, however, that:that the Trustee shall not be responsible in any way for the application of such payments; and (ic) The duties and obligations subject to Section 5, to transfer assets of the Trust AdministratorFund at the direction of the Company to any other trustee or to an insurance company selected to fund a Plan or, at the direction of the Company, to segregate such assets to be subject to the exclusive management and control of an investment manager (as such term is defined in Section 3(38) of ERISA) appointed by the Company. Any such investment manager shall direct the Trustee in place of the Company as provided hereunder with respect to the duties segregated assets. The Trustee shall be entitled to rely conclusively on any directions transmitted in accordance with this Section 3 or pursuant to Section 5 and obligations shall be under no duty to inquire as to the propriety or correctness of any such direction. In the performance of the Trusteeforegoing duties, prior the Trustee shall be entitled to all of the powers, privileges, limitations and immunities conferred on it under the following provisions of this Agreement and by law, and no duties or obligations shall be imposed upon the Trustee with respect to the occurrence of a Servicer Event of Default or Master Servicer Event of Termination, and after Fund unless they have been specifically undertaken by the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, shall be determined solely Trustee by the express terms of this Agreement. When determining the nature and extent of its responsibilities, the Trustee is not required to obtain or review the Plan. In the event of any conflict between the Plan and this Agreement relating to (i) the Trustee's rights, powers, responsibilities, or liabilities, or (ii) the allocation of responsibilities among the Plan Fiduciaries, the provisions of this Agreement, the Agreement shall control. The Trustee and the Trust Administrator shall not be liable except for the performance validity or legality 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 Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, may conclusively rely, as any changes made to the truth of Plan by the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to it that conform to the requirements of this Agreement; (ii) Neither the Trustee nor the Trust Administrator 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 Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall 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 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 the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this AgreementCompany.