Common use of DUTIES OF TRUSTEE AND THE FISCAL AGENT Clause in Contracts

DUTIES OF TRUSTEE AND THE FISCAL AGENT. (a) The Fiscal Agent and, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, the Trustee undertake to perform only those duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee or the Fiscal Agent. Any permissive right of the Trustee or Fiscal Agent, as applicable, provided for in this Agreement shall not be construed as a duty of the Trustee or the Fiscal Agent. Subject to Section 7.1(c)(vi), if an Event of Default occurs and is continuing, then, 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. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they on their face conform to the requirements of this Agreement (to the extent such requirements are set forth herein); provided that the Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer or any other Person to the Trustee pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement, the Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's reasonable satisfaction, the Trustee will provide notice thereof to the Certificateholders. (c) No provision of this Agreement shall be construed to relieve the Trustee or the Fiscal Agent or any of their respective directors, officers, employees, agents or Controlling Persons from liability for their own negligent action, their own negligent failure to act or their own willful misconduct; provided that: (i) Neither the Trustee nor the Fiscal Agent nor any of their respective directors, officers, employees, agents or Controlling Persons shall be personally liable with respect to any action taken, suffered or omitted to be taken by it (A) in its reasonable business judgment in accordance with this Agreement or (B) at the direction of Holders of Certificates entitled to not less than a majority of the Voting Rights; (ii) No provision of this Agreement shall require either the Trustee or the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the 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; (iii) None of the Trustee, the Fiscal Agent or any of their respective directors, officers, employees, agents or Controlling Persons shall be responsible for any act or omission of the Master Servicer, the Special Servicer, the Depositor or any Seller, including, without limitation, actions taken pursuant to this Agreement, except to the extent the Trustee or Fiscal Agent is acting as Master Servicer or Special Servicer; (iv) The execution by the Trustee of any forms or plans of liquidation in connection with the REMIC Pools shall not constitute a representation by the Trustee or the Fiscal Agent as to the adequacy of such form or plan of liquidation; (v) The Trustee and the Fiscal Agent shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Trustee or Fiscal Agent, as applicable, in accordance with this Agreement. In such event, all legal expense and costs of such action shall be expenses and costs of the Trust and the Trustee and the Fiscal Agent shall be entitled to be reimbursed therefor from the Collection Account pursuant to Section 5.2(b); and (vi) Neither the Trustee nor the Fiscal Agent shall be charged with knowledge of any failure by the Master Servicer or the Special Servicer to comply with their respective obligations under this Agreement or any act, failure, or breach of any Person upon the occurrence of which the Trustee may be required to act, except to the extent the Trustee or Fiscal Agent is acting as Master Servicer or Special Servicer, or unless a Responsible Officer of the Trustee obtains actual knowledge of such failure. The Trustee shall be deemed to have actual knowledge of the failure of the Master Servicer or Special Servicer to deliver to the Trustee any report, certificate or other document required to be delivered to the Trustee but not so delivered when required pursuant to this Agreement.

DUTIES OF TRUSTEE AND THE FISCAL AGENT. (a) The Fiscal Agent and, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, the Trustee undertake to perform only those duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee or the Fiscal Agent. Any permissive right of the Trustee or Fiscal Agent, as applicable, provided for in this Agreement shall not be construed as a duty of the Trustee or the Fiscal Agent. Subject to Section 7.1(c)(vi), if an Event of Default occurs and is continuing, then, 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. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they on their face conform to the requirements of this Agreement (to the extent such requirements are set forth herein); provided that the Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer or any other Person to the Trustee pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement, the Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's reasonable satisfaction, the Trustee will provide notice thereof to the Certificateholders. (c) No provision of this Agreement shall be construed to relieve the Trustee or the Fiscal Agent or any of their respective directors, officers, employees, agents or Controlling Persons from liability for their own negligent action, their own negligent failure to act or their own willful misconduct; provided that: (i) Neither the Trustee nor the Fiscal Agent nor any of their respective directors, officers, employees, agents or Controlling Persons shall be personally liable with respect to any action taken, suffered or omitted to be taken by it (A) in its reasonable business judgment in accordance with this Agreement or (B) at the direction of Holders of Certificates entitled to not less than a majority of the Voting Rights; (ii) No provision of this Agreement shall require either the Trustee or the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the 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; (iii) None of the Trustee, the Fiscal Agent or any of their respective directors, officers, employees, agents or Controlling Persons shall be responsible for any act or omission of the Master Servicer, the Special Servicer, the Depositor or any Seller, including, without limitation, actions taken pursuant to this Agreement, except to the extent the Trustee or Fiscal Agent is acting as Master Servicer or Special Servicer; (iv) The execution by the Trustee of any forms or plans of liquidation in connection with the REMIC Pools shall not constitute a representation by the Trustee or the Fiscal Agent as to the adequacy of such form or plan of liquidation; (v) The Trustee and the Fiscal Agent shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Trustee or Fiscal Agent, as applicable, in accordance with this Agreement. In such event, all legal expense and costs of such action shall be expenses and costs of the Trust and the Trustee and the Fiscal Agent shall be entitled to be reimbursed therefor from the Collection Account pursuant to Section 5.2(b); and (vi) Neither the Trustee nor the Fiscal Agent shall be charged with knowledge of any failure by the Master Servicer or the Special Servicer to comply with their respective obligations under this Agreement or any act, failure, or breach of any Person upon the occurrence of which the Trustee may be required to act, except to the extent the Trustee or Fiscal Agent is acting as Master Servicer or Special Servicer, or unless a Responsible Officer of the Trustee obtains actual knowledge of such failure. The Trustee shall be deemed to have actual knowledge of the failure of the Master Servicer or Special Servicer to deliver to the Trustee any report, certificate or other document required to be delivered to the Trustee but not so delivered when required pursuant to this Agreement.

DUTIES OF TRUSTEE AND THE FISCAL AGENT. (a) The Fiscal Agent andand the Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, the Trustee undertake to will perform only those duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee or the Fiscal Agent. Any permissive right of the Trustee or Fiscal Agent, as applicable, provided for in this Agreement shall not be construed as a duty of the Trustee or the Fiscal Agent. Subject to Section 7.1(c)(vi), if an Event of Default occurs and is continuing, then, 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. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they on their face conform to the requirements of this Agreement (to the extent such requirements are set forth herein); provided that the Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer or any other Person to the Trustee pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement, the Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's reasonable satisfaction, the Trustee will provide notice thereof to the Certificateholders. (c) No provision of this Agreement shall be construed to relieve the Trustee or the Fiscal Agent or any of their respective directors, officers, employees, agents or Controlling Persons from liability for their own negligent action, their own negligent failure to act or their own willful misconduct; provided that: (i) Neither the Trustee nor the Fiscal Agent nor any of their respective directors, officers, employees, agents or Controlling Persons shall be personally liable with respect to any action taken, suffered or omitted to be taken by it (A) in its reasonable business judgment in accordance with this Agreement or (B) at the direction of Holders of Certificates entitled to not less than a majority of the Voting Rights; (ii) No provision of this Agreement shall require either the Trustee or the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the 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; (iii) None of the Trustee, the Fiscal Agent or any of their respective directors, officers, employees, agents or Controlling Persons shall be responsible for any act or omission of the Master Servicer, the Special Servicer, the Depositor or any Seller, including, without limitation, actions taken pursuant to this Agreement, except to the extent the Trustee or Fiscal Agent is acting as Master Servicer or Special Servicer; (iv) The execution by the Trustee of any forms or plans of liquidation in connection with the REMIC Pools shall not constitute a representation by the Trustee or the Fiscal Agent as to the adequacy of such form or plan of liquidation; (v) The Trustee and the Fiscal Agent shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Trustee or Fiscal Agent, as applicable, in accordance with this Agreement. In such event, all legal expense and costs of such action shall be expenses and costs of the Trust and the Trustee and the Fiscal Agent shall be entitled to be reimbursed therefor from the Collection Account pursuant to Section 5.2(b); and (vi) Neither the Trustee nor the Fiscal Agent shall be charged with knowledge of any failure by the Master Servicer or the Special Servicer to comply with their respective obligations under this Agreement or any act, failure, or breach of any Person upon the occurrence of which the Trustee may be required to act, except to the extent the Trustee or Fiscal Agent is acting as Master Servicer or Special Servicer, or unless a Responsible Officer of the Trustee obtains actual knowledge of such failure. The Trustee shall be deemed to have actual knowledge of the failure of the Master Servicer or Special Servicer to deliver to the Trustee any report, certificate or other document required to be delivered to the Trustee but not so delivered when required pursuant to this Agreement.

DUTIES OF TRUSTEE AND THE FISCAL AGENT. (a) The Trustee and the Fiscal Agent and, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, the Trustee each shall undertake to perform only those duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee or the Fiscal Agent. Any permissive right of the Trustee or the Fiscal Agent, as applicable, Agent provided for in this Agreement shall not be construed as a duty of the Trustee or the Fiscal Agent. Subject to Section 7.1(c)(vi), if an Event of Default occurs The Trustee and is continuing, then, the Trustee Fiscal Agent each shall exercise such of the rights and powers vested in it by this Agreement and following the occurrence and during the continuation of any Event of Default hereunder, the Trustee each shall 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 own affairs. (b) The TrusteeTrustee or the Fiscal Agent, as applicable, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee or the Fiscal Agent, as the case may be, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they on their face conform to the requirements of this Agreement (to the extent such requirements are set forth herein)Agreement; provided that the Trustee or the Fiscal Agent, as the case may be, shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer or any other Person to the Trustee it pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement, the Trustee shall take such action as it deems appropriate request the providing party to have correct the instrument corrected, and if the instrument is not corrected to the Trustee's reasonable satisfactionso corrected, the Trustee will provide notice thereof to shall inform the Certificateholders. (c) Neither the Trustee nor the Fiscal Agent nor any of their respective directors, officers, employees, agents or Controlling Persons shall have any liability to the Trust or the Certificateholders arising out of or in connection with this Agreement, except for their respective negligence or willful misconduct. No provision of this Agreement shall be construed to relieve the Trustee or Trustee, the Fiscal Agent or any of their respective directors, officers, employees, agents or Controlling Persons from liability for their own negligent action, their own negligent failure to act or their own willful misconductmisconduct or bad faith; provided that: (i) Neither neither the Trustee nor the Fiscal Agent nor any of their respective directors, officers, employees, agents or Controlling Persons shall be personally liable with respect to any action taken, suffered or omitted to be taken by it (A) in its reasonable business judgment in accordance with this Agreement or (B) at the direction of Holders of Certificates entitled to evidencing not less than a majority of the Voting Rightsoutstanding Certificate Balance of the Certificates; (ii) No no provision of this Agreement shall require either the Trustee or the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the 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; (iii) None of neither the Trustee, the Fiscal Agent or nor any of their respective directors, officers, employees, agents or Controlling Persons shall be responsible for any act or omission of the Master Servicer, the Special Servicer, the Depositor or any either Seller, or for the acts or omissions of each other, including, without limitation, in connection with actions taken pursuant to this Agreement, except to the extent the Trustee or Fiscal Agent is acting as Master Servicer or Special Servicer; (iv) The the execution by the Trustee of any forms or plans of liquidation in connection with the any REMIC Pools Pool shall not constitute a representation by the Trustee or the Fiscal Agent as to the adequacy of such form or plan of liquidation; (v) The none of the Trustee and or the Fiscal Agent shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Trustee or the Fiscal AgentAgent , as applicable, applicable in accordance with this Agreement. In such event, all legal expense and costs of such action shall be expenses and costs of the Trust Trust, and the Trustee and the Fiscal Agent shall be entitled to be reimbursed therefor from the Collection Certificate Account pursuant to Section 5.2(b5.2(a)(vi); and (vi) Neither neither the Trustee nor the Fiscal Agent shall be charged with knowledge of any failure by the Master Servicer or the Special Servicer or by each other to comply with their respective its obligations under this Agreement or any act, failure, or breach of any Person upon the occurrence of which the Trustee or the Fiscal Agent may be required to act, except to the extent the Trustee or Fiscal Agent is acting as Master Servicer or Special Servicer, or unless a Responsible Officer of the Trustee or the Fiscal Agent, as the case may be, obtains actual knowledge of such failure. (d) The Trustee represents that it will use commercially reasonable efforts to cure (by August 1999) any deficiencies with regards to the manipulation or calculation of dates beyond December 31, 1999 in the internally maintained computer software systems used by the Trustee in the conduct of its trust business which would materially and adversely affect its ability to perform its obligations under this Agreement. The Trustee further represents that it will use reasonable commercial efforts to obtain reasonable assurances from each third party vendor of licensed computer software systems used by the Trustee in the conduct of its trust business that such vendors shall be deemed use reasonable commercial efforts to have actual knowledge cure any deficiencies with regards to the manipulation or calculation of dates beyond December 31, 1999 in such systems which would materially and adversely affect the ability of the failure of the Master Servicer or Special Servicer Trustee to deliver to the Trustee any report, certificate or other document required to be delivered to the Trustee but not so delivered when required pursuant to perform its obligations under this Agreement.

DUTIES OF TRUSTEE AND THE FISCAL AGENT. (a) The Fiscal Agent and, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, the Trustee undertake to perform only those duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee or the Fiscal Agent. Any permissive right of the Trustee or Fiscal Agent, as applicable, provided for in this Agreement shall not be construed as a duty of the Trustee or the Fiscal Agent. Subject to Section 7.1(c)(vi), if an Event of Default occurs and is continuing, then, 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. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they on their face conform to the requirements of this Agreement (to the extent such requirements are set forth herein); provided that the Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer or any other Person to the Trustee pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement, the Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's reasonable satisfaction, the Trustee will provide notice thereof to the Certificateholders. (c) No provision of this Agreement shall be construed to relieve the Trustee or the Fiscal Agent or any of their respective directors, officers, employees, agents or Controlling Persons from liability for their own negligent action, their own negligent failure to act or their own willful misconduct; provided that:: 91 (i) Neither the Trustee nor the Fiscal Agent nor any of their respective directors, officers, employees, agents or Controlling Persons shall be personally liable with respect to any action taken, suffered or omitted to be taken by it (A) in its reasonable business judgment in accordance with this Agreement or (B) at the direction of Holders of Certificates entitled to not less than a majority of the Voting Rights; (ii) No provision of this Agreement shall require either the Trustee or the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the 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; (iii) None of the Trustee, the Fiscal Agent or any of their respective directors, officers, employees, agents or Controlling Persons shall be responsible for any act or omission of the Master Servicer, the Special Servicer, the Depositor or any Seller, including, without limitation, actions taken pursuant to this Agreement, except to the extent the Trustee or Fiscal Agent is acting as Master Servicer or Special Servicer; (iv) The execution by the Trustee of any forms or plans of liquidation in connection with the REMIC Pools shall not constitute a representation by the Trustee or the Fiscal Agent as to the adequacy of such form or plan of liquidation; (v) The Trustee and the Fiscal Agent shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Trustee or Fiscal Agent, as applicable, in accordance with this Agreement. In such event, all legal expense and costs of such action shall be expenses and costs of the Trust and the Trustee and the Fiscal Agent shall be entitled to be reimbursed therefor from the Collection Account pursuant to Section 5.2(b); and (vi) Neither the Trustee nor the Fiscal Agent shall be charged with knowledge of any failure by the Master Servicer or the Special Servicer to comply with their respective obligations under this Agreement or any act, failure, or breach of any Person upon the occurrence of which the Trustee may be required to act, except to the extent the Trustee or Fiscal Agent is acting as Master Servicer or Special Servicer, or unless a Responsible Officer of the Trustee obtains actual knowledge of such failure. The Trustee shall be deemed to have actual knowledge of the failure of the Master Servicer or Special Servicer to deliver to the Trustee any report, certificate or other document required to be delivered to the Trustee but not so delivered when required pursuant to this Agreement.

DUTIES OF TRUSTEE AND THE FISCAL AGENT. (a) The Trustee and the Fiscal Agent and, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, the Trustee undertake to perform only those duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee or the Fiscal Agent. Any permissive right of the Trustee or Fiscal Agent, Agent as applicable, applicable provided for in this Agreement shall not be construed as a duty of the Trustee or the Fiscal Agent. Subject to Section 7.1(c)(vi), if an Event of Default occurs The Trustee and is continuing, then, the Trustee Fiscal Agent shall exercise such of the rights and powers vested in it by this Agreement and following the occurrence and during the continuation of any Event of Default hereunder, the Trustee and the Fiscal Agent shall 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 own affairs. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they on their face conform to the requirements of this Agreement (to the extent such requirements are set forth herein)Agreement; provided that the Trustee shall not be responsible for the accuracy or content of any such 93 101 resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer or any other Person to the Trustee pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement, the Trustee shall take inform such action as it deems appropriate person of such non-conformity and request such instrument to have the instrument be corrected, and if the instrument is not corrected to the Trustee's reasonable satisfactionsatisfaction in a reasonable period of time, the Trustee will provide notice thereof to the Certificateholders. (c) Neither the Trustee nor the Fiscal Agent nor any of their respective directors, officers, employees, agents or Controlling Persons shall have any liability to the Trust or the Certificateholders arising out of or in connection with this Agreement, except for their respective negligence or willful misconduct. No provision of this Agreement shall be construed to relieve the Trustee or the Fiscal Agent or any of their respective directors, officers, employees, agents or Controlling Persons from liability for their own negligent action, their own negligent failure to act or their own willful misconductmisconduct or bad faith; provided that: (i) Neither neither the Trustee nor the Fiscal Agent nor any of their respective directors, officers, employees, agents or Controlling Persons shall be personally liable with respect to any action taken, suffered or omitted to be taken by it (A) in its reasonable business judgment in accordance with this Agreement or (B) at the direction of Holders of Certificates entitled to evidencing not less than a majority of the Voting Rightsoutstanding Certificate Balance of the Certificates; (ii) No no provision of this Agreement shall require either the Trustee or the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the 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; (iii) None of neither the Trustee, Trustee nor the Fiscal Agent or nor any of their respective directors, officers, employees, agents or Controlling Persons shall be responsible for any act or omission of the Master Servicer, the Special Servicer, the Depositor or any the Seller, including, without limitation, in connection with actions taken pursuant to this Agreement, except to the extent the Trustee or Fiscal Agent is acting as Master Servicer or Special Servicer; (iv) The the execution by the Trustee of any forms or plans of liquidation in connection with the any REMIC Pools Pool shall not constitute a representation by the Trustee or the Fiscal Agent as to the adequacy of such form or plan of liquidation; (v) The the Trustee and the Fiscal Agent shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Trustee or Fiscal Agent, as applicable, in accordance with this Agreement. In such event, all legal expense and costs of such action shall be expenses and costs of the Trust and the Trustee and the Fiscal Agent shall be entitled to be reimbursed therefor from the Collection Certificate Account pursuant to Section 5.2(b5.2(a)(vi); and (vi) Neither neither the Trustee nor the Fiscal Agent shall be charged with knowledge of any failure by the Master Servicer or the Special Servicer to comply with 94 102 their respective obligations under this Agreement or any act, failure, or breach of any Person upon the occurrence of which the Trustee may be required to act, except to the extent the Trustee or Fiscal Agent is acting as Master Servicer or Special Servicer, or unless a Responsible Officer of the Trustee obtains actual knowledge of such failure. The Trustee shall be deemed to have actual knowledge of the failure of the Master Servicer or Special Servicer to deliver to the Trustee any report, certificate or other document required to be delivered to the Trustee but not so delivered when required pursuant to this Agreement.

DUTIES OF TRUSTEE AND THE FISCAL AGENT. (a) The Fiscal Agent and, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, the Trustee undertake to perform only those duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee or the Fiscal Agent. Any permissive right of the Trustee or Fiscal Agent, as applicable, provided for in this Agreement shall not be construed as a duty of the Trustee or the Fiscal Agent. Subject to Section 7.1(c)(vi), if an Event of Default occurs and is continuing, then, 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. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they on their face conform to the requirements of this Agreement (to the extent such requirements are set forth herein); provided that the Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer or any other Person to the Trustee pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement, the Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's reasonable satisfaction, the Trustee will provide notice thereof to the Certificateholders. (c) No provision of this Agreement shall be construed to relieve the Trustee or the Fiscal Agent or any of their respective directors, officers, employees, agents or Controlling Persons from liability for their own negligent action, their own negligent failure to act or their own willful misconduct; provided that: (i) Neither the Trustee nor the Fiscal Agent nor any of their respective directors, officers, employees, agents or Controlling Persons shall be personally liable with respect to any action taken, suffered or omitted to be taken by it (A) in its reasonable business judgment in accordance with this Agreement or (B) at the direction of Holders of Certificates entitled to not less than a majority of the Voting Rights; (ii) No provision of this Agreement shall require either the Trustee or the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the 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; (iii) None of the Trustee, the Fiscal Agent or any of their respective directors, officers, employees, agents or Controlling Persons shall be responsible for any act or omission of the Master Servicer, the Special Servicer, the Depositor or any Seller, including, without limitation, actions taken pursuant to this Agreement, except to the extent the Trustee or Fiscal Agent is acting as Master Servicer or Special Servicer; (iv) The execution by the Trustee of any forms or plans of liquidation in connection with the any REMIC Pools Pool shall not constitute a representation by the Trustee or the Fiscal Agent as to the adequacy of such form or plan of liquidation; (v) The Trustee and the Fiscal Agent shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Trustee or Fiscal Agent, as applicable, in accordance with this Agreement. In such event, all legal expense and costs of such action shall be expenses and costs of the Trust and the Trustee and the Fiscal Agent shall be entitled to be reimbursed therefor from the Collection Account pursuant to Section 5.2(b); and (vi) Neither the Trustee nor the Fiscal Agent shall be charged with knowledge of any failure by the Master Servicer or the Special Servicer to comply with their respective obligations under this Agreement or any act, failure, or breach of any Person upon the occurrence of which the Trustee may be required to act, except to the extent the Trustee or Fiscal Agent is acting as Master Servicer or Special Servicer, or unless a Responsible Officer of the Trustee obtains actual knowledge of such failure. The Trustee shall be deemed to have actual knowledge of the failure of the Master Servicer or Special Servicer to deliver to the Trustee any report, certificate or other document required to be delivered to the Trustee but not so delivered when required pursuant to this Agreement.