Common use of Duties of Trustee and the Certificate Administrator Clause in Contracts

Duties of Trustee and the Certificate Administrator. (a) Each of the Trustee and the Certificate Administrator, prior to the occurrence of an Event of Default hereunder and after the curing or waiver of all such Events of Default and defaults that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement; provided that it is herein acknowledged and agreed that each of the Trustee and the Certificate Administrator is at all times acting in a fiduciary capacity with respect to the Certificateholders. If an Event of Default hereunder occurs and is continuing, the Trustee and the Certificate Administrator shall exercise such of the rights and powers vested in it by this Agreement and applicable law, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs (whichever standard would be higher). Any permissive right of the Trustee or the Certificate Administrator, as applicable, contained in this Agreement shall not be construed as a duty. (b) Each of the Trustee and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Certificate Administrator, as applicable, that are specifically required to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II), shall examine them to determine whether they conform in form to the requirements of this Agreement. If any such instrument is found not to so conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, shall take such action as it deems appropriate to have the instrument corrected. Neither the Trustee nor the Certificate Administrator shall be responsible for, but each may assume and rely upon, the accuracy and content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer, the Special Servicer or the REMIC Administrator and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. (c) No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however: (i) Each of the Certificate Administrator's, and prior to the occurrence of an Event of Default, and after the curing of all such Events of Default which may have occurred, the Trustee's, duties and obligations shall be determined solely by the express provisions of this Agreement, and it shall not be liable except for the performance of its 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 Certificate Administrator, as applicable, and, in the absence of bad faith on the part of the Trustee or the Certificate Administrator, as applicable, may each 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 and conforming to the requirements of this Agreement; (ii) Neither the Trustee nor the Certificate 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 Certificate Administrator, as applicable, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and (iii) Neither the Trustee nor the Certificate 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 Holders of Certificates entitled to at least 25% (or, as to any particular matter, any higher percentage as may be specifically provided for hereunder) of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to it, or exercising any trust or power conferred upon it, under this Agreement. (d) The Trustee and the Certificate Administrator each hereby indemnify and holds the Trust harmless for all losses, liabilities and damages incurred by the Trust or the Certificateholders by virtue of the negligence or fraud on the part of the Trustee or the Certificate Administrator, respectively.

Duties of Trustee and the Certificate Administrator. (a) Each of the The Trustee and the Certificate Administrator, prior to the occurrence of an Event of Default hereunder of which a Responsible Officer of the Trustee shall have actual knowledge with respect to the Master Servicer and after the curing or waiver of all such Events of Default and defaults that with respect to the Master Servicer which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement; provided that it is herein acknowledged and agreed that each . In case an Event of the Trustee and the Certificate Administrator is at all times acting in a fiduciary capacity Default with respect to the Certificateholders. If an Event Master Servicer has occurred of Default hereunder occurs and is continuingwhich a 107 Responsible Officer of the Trustee shall have actual knowledge (which has not been cured or waived), the Trustee and the Certificate Administrator shall exercise such of the rights and powers vested in it by this Agreement and applicable lawAgreement, and use the same degree of care and skill in their exercise as a reasonably prudent man person would exercise or use under the circumstances in the conduct of his such person's own affairs (whichever standard would be higher)affairs. Any permissive right The Certificate Administrator shall perform such duties and only such duties as are specifically required of the Trustee or the Certificate Administratorit, as applicable, contained set forth in this Agreement shall not be construed as a duty. (b) Each of the Agreement. The Trustee and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Certificate Administrator, as applicable, that such Person which are specifically required to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II)Agreement, shall examine them to determine whether they conform in form to the requirements of this Agreement. If any such instrument is found not to so conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, shall take such action as it deems appropriate to have the instrument corrected. Neither ; provided however that neither the Trustee nor the Certificate Administrator shall be responsible for, but each may assume and rely upon, for the accuracy and or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer, the Special Servicer Servicers or the REMIC Administrator and accepted by Depositor hereunder. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee or the Certificate Administrator, as applicablethe case may be, shall notify the Certificateholders of such instrument in good faiththe event that the Trustee or the Certificate Administrator, pursuant to this Agreementas the case may be, after so requesting, does not receive a satisfactorily corrected instrument. (cb) No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconductmisfeasance; provided, however, that: (i) Each of the Certificate Administrator's, and prior Prior to the occurrence of an Event of DefaultDefault with respect to the Master Servicer of which a Responsible Officer of the Trustee shall have actual knowledge, and after the curing or waiver of all such Events of Default with respect to the Master Servicer which may have occurred, the Trustee's, duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, and it ; neither the Trustee nor the Certificate Administrator shall not be liable except for the performance of its such duties and obligations as are specifically set forth in this Agreement. No , no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, as applicable, Administrator and, in the absence of bad faith on the part of the Trustee or and the Certificate Administrator, as applicable, the Trustee and the Certificate Administrator may each 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 and conforming to the Certificate Administrator by the Depositor, the Master Servicer or any Servicer and which on their face, do not contradict the requirements of this Agreement; (ii) Neither the Trustee (in its individual capacity) nor the Certificate Administrator (in its individual capacity) shall be personally liable for an error of judgment made in good faith by a any Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, as applicableother officers thereof, unless it shall be proved that the Trustee or the Certificate Administrator, as applicablethe case may be, was negligent in ascertaining the pertinent facts; and; (iii) Neither the Trustee (in its individual capacity) nor the Certificate Administrator (in its individual capacity) shall be personally liable with respect to any 108 action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to at least 25% (or, Certificateholders as to any particular matter, any higher percentage as may be specifically provided for hereunder) of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to it, or exercising any trust or power conferred upon it, under this Agreement.in Section 8.03; (div) The Trustee shall not be charged with knowledge of any default or Event of Default unless a Responsible Officer of the Trustee assigned to and working in the Corporate Trust Office obtains actual knowledge of such default or Event of Default or any officer of the Trustee receives written notice of such default or Event of Default at its Corporate Trust Office. In the absence of such notice or actual knowledge, the Trustee may conclusively assume that there is no default or Event of Default; (v) The Certificate Administrator shall not be charged with knowledge of any default (other than a default in payment to the Certificate Administrator) unless a Responsible Officer of the Certificate Administrator each hereby indemnify and holds assigned to working in the Corporate Trust harmless for all losses, liabilities and damages incurred by the Trust Office obtains actual knowledge of such failure or the Certificateholders by virtue event or any officer of the negligence Certificate Administrator receives written notice of such failure or fraud on event at its Corporate Trust Office and in the part absence of receipt of such notice or actual knowledge, the Certificate Administrator may conclusively assume that there is no default or Event of Default; (vi) No provision in this Agreement shall require the Trustee or the Certificate AdministratorAdministrator to expend or risk its own funds (including, respectivelywithout limitation, the making of any Advance by the Trustee as a successor Master Servicer) or otherwise incur any personal financial liability in the performance of any of its duties as Trustee or Certificate Administrator hereunder, or in the exercise of any of its rights or powers, if the Trustee or the Certificate Administrator shall have reasonable grounds for believing that repayment of 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 or the Certificate Administrator to perform, or be responsible for the manner or performance of, any of the obligations of a Servicer under this Agreement, except, with respect to the Master Servicer, 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 predecessor Master Servicer in accordance with the terms of this Agreement; and (vii) Neither the Certificate Administrator nor the Trustee shall have a duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, or (C) to see to the payment or discharge or any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Estate other than from funds available in the Certificate Account.

Duties of Trustee and the Certificate Administrator. (a) Each of the The Trustee and the Certificate Administrator, prior to the occurrence of an Event of Default hereunder with respect to the Master Servicer and after the curing or waiver of all such Events of Default and defaults that with respect to the Master Servicer which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement; provided that it is herein acknowledged and agreed that each . In case an Event of the Trustee and the Certificate Administrator is at all times acting in a fiduciary capacity Default with respect to the Certificateholders. If an Event Master Servicer has occurred of Default hereunder occurs and is continuingwhich a Responsible Officer of the Trustee shall have actual knowledge (which has not been cured or waived), the Trustee and the Certificate Administrator shall exercise such of the rights and powers vested in it by this Agreement and applicable lawAgreement, and use the same degree of care and skill in their exercise as a reasonably prudent man person would exercise or use under the circumstances in the conduct of his such person's own affairs (whichever standard would be higher)affairs. Any permissive right The Certificate Administrator shall perform such duties and only such duties as are specifically required of the Trustee or the Certificate Administratorit, as applicable, contained set forth in this Agreement shall not be construed as a duty. (b) Each of the Agreement. The Trustee and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Certificate Administrator, as applicable, that Administrator which are specifically required to be furnished 100 pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II)Agreement, shall examine them to determine whether they conform in form to the requirements of this Agreement. If any such instrument is found not to so conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, shall take such action as it deems appropriate to have the instrument corrected. Neither ; provided however that neither the Trustee nor the Certificate Administrator shall be responsible for, but each may assume and rely upon, for the accuracy and or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer, the Special Servicer Servicers or the REMIC Administrator and accepted by Depositor hereunder. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee or the Certificate Administrator, as applicablethe case may be, shall notify the Certificateholders of such instrument in good faiththe event that the Trustee or the Certificate Administrator, pursuant to this Agreementas the case may be, after so requesting, does not receive a satisfactorily corrected instrument. (cb) No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconductmisfeasance; provided, however, that: (i) Each of the Certificate Administrator's, and prior Prior to the occurrence of an Event of DefaultDefault with respect to the Master Servicer of which a Responsible Officer of the Trustee shall have actual knowledge, and after the curing or waiver of all such Events of Default with respect to the Master Servicer which may have occurred, the Trustee's, duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, and it ; neither the Trustee nor the Certificate Administrator shall not be liable except for the performance of its such duties and obligations as are specifically set forth in this Agreement. No , no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, as applicable, Administrator and, in the absence of bad faith on the part of the Trustee or and the Certificate Administrator, as applicable, the Trustee and the Certificate Administrator may each 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 and conforming to the Certificate Administrator by the Depositor, the Master Servicer or any Servicer and which on their face, do not contradict the requirements of this Agreement; (ii) Neither the Trustee (in its individual capacity) nor the Certificate Administrator (in its individual capacity) shall be personally liable for an error of judgment made in good faith by a any Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, as applicableother officers thereof, unless it shall be proved that the Trustee or the Certificate Administrator, as applicablethe case may be, was negligent in ascertaining the pertinent facts; and; (iii) Neither the Trustee (in its individual capacity) nor the Certificate Administrator (in its individual capacity) 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 Holders of Certificates entitled to at least 25% (or, Certificateholders as to any particular matter, any higher percentage as may be specifically provided for hereunder) of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to it, or exercising any trust or power conferred upon it, under this Agreement.in Section 8.03; (div) The Trustee shall not be charged with knowledge of any default or Event of Default unless a Responsible Officer of the Trustee assigned to and working in the Corporate Trust Office obtains actual knowledge of such default or Event of Default or any officer of the Trustee receives written notice of such default or Event of Default at its Corporate Trust Office. In the absence of such notice or actual knowledge, the Trustee may conclusively assume that there is no default or Event of Default; and 101 (v) The Certificate Administrator shall not be charged with knowledge of any default (other than a default in payment to the Certificate Administrator) unless a Responsible Officer of the Certificate Administrator each hereby indemnify and holds assigned to working in the Corporate Trust harmless for all losses, liabilities and damages incurred by the Trust Office obtains actual knowledge of such failure or the Certificateholders by virtue event or any officer of the negligence Certificate Administrator receives written notice of such failure or fraud on event at its Corporate Trust Office and in the part absence of receipt of such notice or actual knowledge, the Certificate Administrator may conclusively assume that there is no default or Event of Default; (vi) No provision in this Agreement shall require the Trustee or the Certificate AdministratorAdministrator to expend or risk its own funds (including, respectivelywithout limitation, the making of any Advance by the Trustee as a successor Master Servicer) or otherwise incur any personal financial liability in the performance of any of its duties as Trustee or Certificate Administrator hereunder, or in the exercise of any of its rights or powers, if the Trustee or the Certificate Administrator shall have reasonable grounds for believing that repayment of 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 or the Certificate Administrator to perform, or be responsible for the manner or performance of, any of the obligations of a Servicer under this Agreement, except, with respect to the Master Servicer, during such time, if any, as the Master Servicer shall be the successor to, and be vested with the rights, duties, powers and privileges of, a predecessor Servicer in accordance with the terms of this Agreement; and (vii) Neither the Certificate Administrator nor the Trustee shall have a duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, or (C) to see to the payment or discharge or any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Estate other than from funds available in the Certificate Account.

Duties of Trustee and the Certificate Administrator. (a) Each of the The Trustee and the Certificate Administrator, prior to the occurrence of an Event of Default hereunder and after the curing or waiver of all such Events of Default and defaults that which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement; provided that it is herein acknowledged and agreed that each of the Trustee and the Certificate Administrator is at all times acting in a fiduciary capacity with respect to the Certificateholders. If In case an Event of Default hereunder occurs and is continuinghas occurred of which a Responsible Officer of the Trustee shall have actual knowledge (which has not been cured or waived), the Trustee and the Certificate Administrator shall exercise such of the rights and powers vested in it by this Agreement and applicable lawAgreement, and use the same degree of care and skill in their exercise as a reasonably prudent man person would exercise or use under the circumstances in the conduct of his such person's own affairs (whichever standard would be higher)affairs. Any permissive right The Certificate Administrator shall perform such duties and only such duties as are specifically required of the Trustee or the Certificate Administratorit, as applicable, contained set forth in this Agreement shall not be construed as a duty. (b) Each of the Agreement. The Trustee and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Certificate Administrator, as applicable, that Administrator which are specifically required to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II)Agreement, shall examine them to determine whether they conform in form to the requirements of this Agreement. If any such instrument is found not to so conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, shall take such action as it deems appropriate to have the instrument corrected. Neither ; provided however that neither the Trustee nor the Certificate Administrator shall be responsible for, but each may assume and rely upon, for the accuracy and or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer, the Special Servicer Servicers or the REMIC Administrator and accepted by Depositor hereunder. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee or the Certificate Administrator, as applicablethe case may be, shall notify the Certificateholders of such instrument in good faiththe event that the Trustee or the Certificate Administrator, pursuant to this Agreementas the case may be, after so requesting, does not receive a satisfactorily corrected instrument. (cb) No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconductmisfeasance; provided, however, that: (i) Each of the Certificate Administrator's, and prior Prior to the occurrence of an Event of DefaultDefault of which a Responsible Officer of the Trustee shall have actual knowledge, and after the curing or waiver of all such Events of Default which may have occurred, the Trustee's, duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, and it the Trustee shall not be liable except for the performance of its such duties and obligations as are specifically set forth in this Agreement. No , no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, as applicable, Administrator and, in the absence of bad faith on the part of the Trustee or and the Certificate Administrator, as applicable, the Trustee and the Certificate Administrator may each 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 and conforming to the Certificate Administrator by the Depositor or any Servicer and which on their face, do not contradict the requirements of this Agreement; (ii) Neither the Trustee nor the Certificate 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 Certificate Administrator, as applicable, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and (iii) Neither the Trustee nor the Certificate 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 Holders of Certificates entitled to at least 25% (or, as to any particular matter, any higher percentage as may be specifically provided for hereunder) of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to it, or exercising any trust or power conferred upon it, under this Agreement. (d) The Trustee and the Certificate Administrator each hereby indemnify and holds the Trust harmless for all losses, liabilities and damages incurred by the Trust or the Certificateholders by virtue of the negligence or fraud on the part of the Trustee or the Certificate Administrator, respectively.

Duties of Trustee and the Certificate Administrator. (a) Each of the The Trustee and the Certificate Administrator, prior to the occurrence of an Event of Default hereunder with respect to the Master Servicer and after the curing or waiver of all such Events of Default and defaults that with respect to the Master Servicer which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement; provided that it is herein acknowledged and agreed that each . In case an Event of the Trustee and the Certificate Administrator is at all times acting in a fiduciary capacity Default with respect to the Certificateholders. If an Event Master Servicer has occurred of Default hereunder occurs and is continuingwhich a Responsible Officer of the Trustee shall have actual knowledge (which has not been cured or waived), the Trustee and the Certificate Administrator shall exercise such of the rights and powers vested in it by this Agreement and applicable lawAgreement, and use the same degree of care and skill in their exercise as a reasonably prudent man person would exercise or use under the circumstances in the conduct of his such person’s own affairs (whichever standard would be higher)affairs. Any permissive right The Certificate Administrator shall perform such duties and only such duties as are specifically required of the Trustee or the Certificate Administratorit, as applicable, contained set forth in this Agreement shall not be construed as a duty. (b) Each of the Agreement. The Trustee and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Certificate Administrator, as applicable, that Administrator which are specifically required to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II)Agreement, shall examine them to determine whether they conform in form to the requirements of this Agreement. If any such instrument is found not to so conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, shall take such action as it deems appropriate to have the instrument corrected. Neither ; provided however that neither the Trustee nor the Certificate Administrator shall be responsible for, but each may assume and rely upon, for the accuracy and or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer, the Special Servicer Servicers or the REMIC Administrator and accepted by Depositor hereunder. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee or the Certificate Administrator, as applicablethe case may be, shall notify the Certificateholders of such instrument in good faiththe event that the Trustee or the Certificate Administrator, pursuant to this Agreementas the case may be, after so requesting, does not receive a satisfactorily corrected instrument. (cb) No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconductmisfeasance; provided, however, that: (i) Each of the Certificate Administrator's, and prior Prior to the occurrence of an Event of DefaultDefault with respect to the Master Servicer of which a Responsible Officer of the Trustee shall have actual knowledge, and after the curing or waiver of all such Events of Default with respect to the Master Servicer which may have occurred, the Trustee's, duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, and it ; neither the Trustee nor the Certificate Administrator shall not be liable except for the performance of its such duties and obligations as are specifically set forth in this Agreement. No , no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, as applicable, Administrator and, in the absence of bad faith on the part of the Trustee or and the Certificate Administrator, as applicable, the Trustee and the Certificate Administrator may each 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 and conforming to the Certificate 104 Administrator by the Depositor, the Master Servicer or any Servicer and which on their face, do not contradict the requirements of this Agreement; (ii) Neither the Trustee (in its individual capacity) nor the Certificate Administrator (in its individual capacity) shall be personally liable for an error of judgment made in good faith by a any Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, as applicableother officers thereof, unless it shall be proved that the Trustee or the Certificate Administrator, as applicablethe case may be, was negligent in ascertaining the pertinent facts; and; (iii) Neither the Trustee (in its individual capacity) nor the Certificate Administrator (in its individual capacity) 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 Holders of Certificates entitled to at least 25% (or, Certificateholders as to any particular matter, any higher percentage as may be specifically provided for hereunder) of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to it, or exercising any trust or power conferred upon it, under this Agreement.in Section 8.03; (div) The Trustee shall not be charged with knowledge of any default or Event of Default unless a Responsible Officer of the Trustee assigned to and working in the Corporate Trust Office obtains actual knowledge of such default or Event of Default or any officer of the Trustee receives written notice of such default or Event of Default at its Corporate Trust Office. In the absence of such notice or actual knowledge, the Trustee may conclusively assume that there is no default or Event of Default; and (v) The Certificate Administrator shall not be charged with knowledge of any default (other than a default in payment to the Certificate Administrator) unless a Responsible Officer of the Certificate Administrator each hereby indemnify and holds assigned to working in the Corporate Trust harmless for all losses, liabilities and damages incurred by the Trust Office obtains actual knowledge of such failure or the Certificateholders by virtue event or any officer of the negligence Certificate Administrator receives written notice of such failure or fraud on event at its Corporate Trust Office and in the part absence of receipt of such notice or actual knowledge, the Certificate Administrator may conclusively assume that there is no default or Event of Default; (vi) No provision in this Agreement shall require the Trustee or the Certificate AdministratorAdministrator to expend or risk its own funds (including, respectivelywithout limitation, the making of any Advance by the Trustee as a successor Master Servicer) or otherwise incur any personal financial liability in the performance of any of its duties as Trustee or Certificate Administrator hereunder, or in the exercise of any of its rights or powers, if the Trustee or the Certificate Administrator shall have reasonable grounds for believing that repayment of 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 or the Certificate Administrator to perform, or be responsible for the manner or performance of, any of the obligations of a Servicer under this Agreement, except, with respect to the Master Servicer, during such time, if any, as the Master Servicer shall be the successor to, and be vested with the rights, duties, powers and privileges of, a predecessor Servicer in accordance with the terms of this Agreement; and (vii) Neither the Certificate Administrator nor the Trustee shall have a duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement, or to see to the 105 maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, or (C) to see to the payment or discharge or any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Estate other than from funds available in the Certificate Account.