Common use of DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR Clause in Contracts

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. The Trustee and the Trust Administrator, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred (which has not been cured), the Trustee and the Trust Administrator, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs. The Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Trust Administrator which 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; provided, however, that the Trustee and the Trust Administrator shall not be responsible for the accuracy or content of any certificate, statement, instrument, report, notice or other document furnished by the Master Servicer or the Servicers pursuant to Articles III, IV and IX. No provision of this Agreement shall be construed to relieve the Trustee and 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) Prior to the occurrence of an Event of Default and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee and the Trust Administrator 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 and the Trust Administrator and, in the absence of bad faith on the part of the Trustee and the Trust Administrator, the Trustee and the Trust Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and the Trust Administrator, and conforming to the requirements of this Agreement; (ii) The Trustee and 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 holders of Certificates which evidence in the aggregate not less than 25% of the Voting Interest represented by all Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee and the Trust Administrator, or exercising any trust or power conferred upon the Trustee and the Trust Administrator under this Agreement; and (iii) The Trustee and the Trust Administrator shall not be liable for any error of judgment made in good faith by any of their respective Responsible Officers, unless it shall be proved that the Trustee or the Trust Administrator or such Responsible Officer, as the case may be, was negligent in ascertaining the pertinent facts. None of the provisions contained in this Agreement shall require the Trustee or the Trust Administrator to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. The Trustee and the Trust Administrator, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred (which has not been cured), the Trustee and the Trust Administrator, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs. The Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Trust Administrator Administrator, which 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; provided, however, that the Trustee and the Trust Administrator shall not be responsible for the accuracy or content of any certificate, statement, instrument, report, notice or other document furnished by the Master Servicer or the Servicers pursuant to Articles III, IV and IX. No provision of this Agreement shall be construed to relieve the Trustee and 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) Prior to the occurrence of an Event of Default and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee and the Trust Administrator 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 and the Trust Administrator and, in the absence of bad faith on the part of the Trustee and the Trust Administrator, the Trustee and the Trust Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and the Trust Administrator, and conforming to the requirements of this Agreement; (ii) The Trustee and 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 holders of Certificates which evidence in the aggregate not less than 25% of the Voting Interest represented by all Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee and the Trust Administrator, or exercising any trust or power conferred upon the Trustee and the Trust Administrator Administrator, under this Agreement; and (iii) The Trustee and the Trust Administrator shall not be liable for any error of judgment made in good faith by any of their respective Responsible Officers, unless it shall be proved that the Trustee or the Trust Administrator or such Responsible Officer, as the case may be, was negligent in ascertaining the pertinent facts. None of the provisions contained in this Agreement shall require the Trustee or the Trust Administrator to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. The Trustee and the Trust Administrator, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred (which has not been cured), the Trustee and the Trust Administrator, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs. The Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Trust Administrator Administrator, which 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; providedPROVIDED, howeverHOWEVER, that the Trustee and the Trust Administrator shall not be responsible for the accuracy or content of any certificate, statement, instrument, report, notice or other document furnished by the Master Servicer or the Servicers pursuant to Articles III, IV and IX. No provision of this Agreement shall be construed to relieve the Trustee and the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; providedPROVIDED, howeverHOWEVER, that: (i) Prior to the occurrence of an Event of Default and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee and the Trust Administrator 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 and the Trust Administrator and, in the absence of bad faith on the part of the Trustee and the Trust Administrator, the Trustee and the Trust Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and the Trust Administrator, and conforming to the requirements of this Agreement; (ii) The Trustee and 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 holders of Certificates which evidence in the aggregate not less than 25% of the Voting Interest represented by all Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee and the Trust Administrator, or exercising any trust or power conferred upon the Trustee and the Trust Administrator Administrator, under this Agreement; and (iii) The Trustee and the Trust Administrator shall not be liable for any error of judgment made in good faith by any of their respective Responsible Officers, unless it shall be proved that the Trustee or the Trust Administrator or such Responsible Officer, as the case may be, was negligent in ascertaining the pertinent facts. None of the provisions contained in this Agreement shall require the Trustee or the Trust Administrator to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. The Trustee and the Trust Administrator, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred (which has not been cured), the Trustee and the Trust Administrator, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs. The Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Trust Administrator which 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; provided, however, that the Trustee and the Trust Administrator shall not be responsible for the accuracy or content of any certificate, statement, instrument, report, notice or other document furnished by the Master Servicer or the Servicers pursuant to Articles III, IV and IX. No provision of this Agreement shall be construed to relieve the Trustee and 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) Prior to the occurrence of an Event of Default and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee and the Trust Administrator 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 and the Trust Administrator and, in the absence of bad faith on the part of the Trustee and the Trust Administrator, the Trustee and the Trust Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and the Trust Administrator, Administrator and conforming to the requirements of this Agreement; (ii) The Trustee and 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 holders of Certificates which evidence in the aggregate not less than 25% of the Voting Interest represented by all Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee and the Trust Administrator, or exercising any trust or power conferred upon the Trustee and the Trust Administrator under this Agreement; and (iii) The Trustee and the Trust Administrator shall not be liable for any error of judgment made in good faith by any of their respective Responsible Officers, unless it shall be proved that the Trustee or the Trust Administrator or such Responsible Officer, as the case may be, was negligent in ascertaining the pertinent facts. None of the provisions contained in this Agreement shall require the Trustee or the Trust Administrator to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. The Each of the Trustee and the Trust Administrator, prior to the occurrence of an a Servicer Event of Default and after the curing of all Servicer Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an During a Servicer Event of Default has occurred (which has not been cured)Default, each of the Trustee and the Trust Administrator, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, Administrator shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its their exercise as a prudent investor person would exercise or use under the circumstances in the conduct of such investorperson's own affairs. The Any permissive right of the Trustee or the Trust Administrator enumerated in this Agreement shall not be construed as a duty. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Trust Administrator it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement; provided. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, howeverit shall take such action as it deems appropriate to have the instrument corrected, that and if the Trustee and instrument is not corrected to its satisfaction, it will provide notice thereof to the Trust Administrator shall not be responsible for the accuracy or content of any certificate, statement, instrument, report, notice or other document furnished by the Master Servicer or the Servicers pursuant to Articles III, IV and IXCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee and 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) Prior to the occurrence of an a Servicer Event of Default Default, and after the curing of all such Servicer Events of Default which may have occurred, the duties and obligations of each of the Trustee and the Trust Administrator shall be determined solely by the express provisions of this Agreement, neither the Trustee and nor 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 and or the Trust Administrator and, in the absence of bad faith on the part of the Trustee and or the Trust Administrator, as applicable, the Trustee and or the Trust Administrator Administrator, as the case may be, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and or the Trust Administrator, and conforming as the case may be, that conform to the requirements of this Agreement; (ii) The Neither the Trustee and 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 it unless it shall be proved that it was negligent in ascertaining the pertinent facts; and (iii) 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 holders the Holders of Certificates which evidence in the aggregate not less than entitled to at least 25% of the Voting Interest represented by all Certificates Rights relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee and the Trust Administrator, it or exercising any trust or power conferred upon the Trustee and the Trust Administrator it under this Agreement; and (iii) The Trustee and the Trust Administrator shall not be liable for any error of judgment made in good faith by any of their respective Responsible Officers, unless it shall be proved that the Trustee or the Trust Administrator or such Responsible Officer, as the case may be, was negligent in ascertaining the pertinent facts. None of the provisions contained in this Agreement shall require the Trustee or the Trust Administrator to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. The Trustee and the Trust Administrator, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred (which has not been cured), the Trustee and the Trust Administrator, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs. The Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Trust Administrator Administrator, which 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; providedPROVIDED, howeverHOWEVER, that the Trustee and the Trust Administrator shall not be responsible for the accuracy or content of any certificate, statement, instrument, report, notice or other document furnished by the Master Servicer or the Servicers pursuant to Articles III, IV and IX. No provision of this Agreement shall be construed to relieve the Trustee and the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; providedPROVIDED, howeverHOWEVER, that: (i) a. Prior to the occurrence of an Event of Default and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee and the Trust Administrator 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 and the Trust Administrator and, in the absence of bad faith on the part of the Trustee and the Trust Administrator, the Trustee and the Trust Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and the Trust Administrator, and conforming to the requirements of this Agreement; (ii) b. The Trustee and 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 holders of Certificates which evidence in the aggregate not less than 25% of the Voting Interest represented by all Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee and the Trust Administrator, or exercising any trust or power conferred upon the Trustee and the Trust Administrator Administrator, under this Agreement; and (iii) c. The Trustee and the Trust Administrator shall not be liable for any error of judgment made in good faith by any of their respective Responsible Officers, unless it shall be proved that the Trustee or the Trust Administrator or such Responsible Officer, as the case may be, was negligent in ascertaining the pertinent facts. None of the provisions contained in this Agreement shall require the Trustee or the Trust Administrator to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. (a) The Trustee and Trustee, except during the Trust Administrator, prior to the occurrence continuance of an Event of Default and after the curing of all Events of Default which may have occurred, Trust Administrator undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case Any permissive right of the Trustee or the Trust Administrator provided for in this Agreement shall not be construed as a duty of the Trustee or the Trust Administrator. If an Event of Default has occurred (which and has not otherwise been cured)cured or waived, the Trustee and or the Trust Administrator, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, Administrator 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 its their exercise as a prudent investor Person would exercise or use under the circumstances in the conduct of such investor's Person’s own affairs. The , except in the case that the Trustee is acting as Master Servicer, in which case it shall use the same degree of care and skill as the Master Servicer hereunder. (b) Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Trust Administrator which 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; provided, however, that neither the Trustee and nor the Trust Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, instrumentopinion, report, notice document, order or other document instrument furnished by the Master Servicer or any Servicer to the Servicers Trustee or the Trust Administrator pursuant to Articles IIIthis Agreement, IV and IXshall not be required to recalculate or verify any numerical information furnished to the Trustee or the Trust Administrator pursuant to this Agreement. Subject to the immediately preceding sentence, if any such resolution, certificate, statement, opinion, report, document, order or other instrument is found not to conform to the form required by this Agreement in a material manner the Trustee or the Trust Administrator, as applicable, shall take such action as it deems appropriate to cause the instrument to be corrected, and if the instrument is not corrected to the Trustee’s or the Trust Administrator’s satisfaction, the Trustee or the Trust Administrator will provide notice thereof to the Certificateholders and will, at the expense of the Trust Fund, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the Certificateholders. 174197 Sequoia Alternative Loan Trust 2006-1 Pooling and Servicing Agmt. (c) Neither the Trustee nor the Trust Administrator shall have any liability arising out of or in connection with this Agreement, except for its negligence or willful misconduct. Notwithstanding anything in this Agreement to the contrary, neither the Trustee nor the Trust Administrator shall be liable for special, indirect or consequential losses or damages of any kind whatsoever (including, but not limited to, lost profits). No provision of this Agreement shall be construed to relieve the Trustee and 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) Prior to the occurrence of an Event of Default and after the curing of all such Events of Default which may have occurred, the duties and obligations of Neither the Trustee and nor the Trust Administrator 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 and the Trust Administrator and, in the absence of bad faith on the part of the Trustee and the Trust Administrator, the Trustee and the Trust Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and the Trust Administrator, and conforming to the requirements of this Agreement; (ii) The Trustee and 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 holders Holders of Certificates which evidence as provided in the aggregate not less than 25% of the Voting Interest represented by Section 6.18 hereof; (ii) For all Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee and the Trust Administrator, or exercising any trust or power conferred upon the Trustee and the Trust Administrator purposes under this Agreement; and, the Trustee shall not be deemed to have notice of any Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Holders of the Certificates and this Agreement; (iii) The Trustee and For all purposes under this Agreement, the Trust Administrator shall not be liable for deemed to have notice of any error Event of judgment made in good faith Default (other than resulting from a failure by any of their respective Responsible Officers, unless it shall be proved that the Trustee or Master Servicer to furnish information to the Trust Administrator or such when required to do so) unless a Responsible Officer, as the case may be, was negligent in ascertaining the pertinent facts. None Officer of the provisions contained Trust Administrator has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trust Administrator at the address provided in Section 11.07, and such notice references the Holders of the Certificates and this Agreement; (iv) No provision of this Agreement shall require the Trustee or the Trust Administrator to expend or risk its own funds or otherwise incur personal any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers powers, if there is it shall have reasonable ground grounds for believing that 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 or the Trust Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer under this Agreement; (v) Neither the Trustee nor the Trust Administrator (unless acting in such capacity) shall be responsible for any act or omission of the Master Servicer, the Depositor, the Seller, the Authenticating Agent, the Paying Agent, the Certificate Registrar or any Custodian. (d) The Trustee shall have no duty hereunder with respect to any complaint, claim, demand, notice or other document it may receive or which may be alleged to have been delivered to or served upon it by the parties as a consequence of the assignment of any Mortgage Loan hereunder; provided, however, that the Trustee shall promptly remit to the applicable Servicer upon receipt any such complaint, claim, demand, notice or other document (i) which is delivered to the Corporate Trust Office of the Trustee, (ii) of which a Responsible Officer has 174197 Sequoia Alternative Loan Trust 2006-1 Pooling and Servicing Agmt. actual knowledge, and (iii) which contains information sufficient to permit the Trustee to make a determination that the real property to which such document relates is a Mortgaged Property. (e) 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 Certificateholders of any Class holding Certificates which evidence, as to such Class, Percentage Interests aggregating not less than 25% as 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, as applicable, under this Agreement. (f) Neither the Trustee nor the Trust Administrator shall be required to perform services under this Agreement, or to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or powers if there is reasonable ground for believing that the timely payment of its fees and expenses or 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 or the Trust Administrator, as applicable, to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer or any Servicer under this Agreement or any 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 Master Servicer in accordance with the terms of this Agreement. (g) The Trustee shall not be held liable by reason of any insufficiency in the Certificate Distribution Account resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Trustee is the obligor and has defaulted thereon). (h) Except as otherwise provided herein, neither the Trustee nor the Trust Administrator shall have any 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 evidencing a security interest, 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, (C) to see to the payment or discharge of 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 Fund other than from funds available in the Certificate Distribution Account, or (D) to confirm or verify the contents of any reports or certificates of the Master Servicer or any Servicer delivered to the Trustee or the Trust Administrator pursuant to this Agreement believed by the Trustee or the Trust Administrator, as applicable, to be genuine and to have been signed or presented by the proper party or parties. (i) Neither the Trust Administrator nor the Trustee shall be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as applicable, was negligent in ascertaining the pertinent facts. 174197 Sequoia Alternative Loan Trust 2006-1 Pooling and Servicing Agmt. (j) Notwithstanding anything in this Agreement to the contrary, neither the Trust Administrator nor the Trustee shall be liable for special, indirect or consequential losses or damages of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee or the Trust Administrator, as applicable, has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trust Administrator nor the Trustee shall be responsible for the acts or omissions of the other, it being understood that this Agreement shall not be construed to render them agents of one another.

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. The Trustee and the Trust Administrator, prior to the occurrence of an a Servicer Event of Default Termination or Master Servicer Event of Termination and after the curing of all Servicer Events of Default Termination or Master Servicer Event of Termination which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Servicer Event of Default Termination or a Master Servicer Event of Termination has occurred (which has not been cured)) of which a Responsible Officer has knowledge, each of the Trustee and the Trust Administrator, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, Administrator shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent investor man would exercise or use under the circumstances in the conduct of such investor's his own affairs. The Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Trust Administrator which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement; provided, however, that neither the Trustee and nor the Trust Administrator shall not will be responsible for the accuracy or content of any certificatesuch resolutions, statementcertificates, instrumentstatements, reportopinions, notice reports, documents or other document furnished by instruments. If any such instrument is found not to conform to the Master Servicer requirements of this Agreement in a material manner the Trustee or the Servicers pursuant Trust Administrator, as applicable shall take such action as it deems appropriate to Articles IIIhave the instrument corrected, IV and IXif the instrument is not corrected to the Trustee’s or the Trust Administrator’s satisfaction, the Trustee or the Trust Administrator, as applicable, will provide notice thereof to the Certificateholders and the Certificate Insurer. No provision of this Agreement shall be construed to relieve the Trustee and 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) Prior prior to the occurrence of an a Servicer Event of Default Termination or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default Termination or Master Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee and the Trust Administrator 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 and or the Trust Administrator and, in the absence of bad faith on the part of the Trustee and or the Trust Administrator, as applicable, the Trustee and or the Trust Administrator 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 the Trustee and or the Trust Administrator, as the case may be, and conforming to the requirements of this Agreement; (ii) The neither the Trustee and nor the Trust Administrator shall not be personally liable for an error of judgment made in good faith by a Responsible Officer 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 facts related thereto; (iii) 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 holders of Certificates which evidence in the aggregate not less than 25% of Certificate Insurer or the Voting Interest represented by all Certificates Majority Certificateholders relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee and or the Trust Administrator, as applicable, or exercising or omitting to exercise any trust or power conferred upon the Trustee and the Trust Administrator Trustee, under this Agreement; and (iiiiv) The the Trustee and shall not be charged with knowledge of any Servicer Event of Termination or Master Servicer Event of Termination unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such Servicer Event of Termination or Master Servicer Event of Termination or the Trustee receives written notice of such Servicer Event of Termination or Master Servicer Event of Termination from the Servicer, the Master Servicer, the Certificate Insurer or the Majority Certificateholders. Neither the Trustee (regardless of the capacity in which it is acting) nor the Trust Administrator shall not be liable for any error of judgment made in good faith by any of their respective Responsible Officers, unless it shall be proved that the Trustee or the Trust Administrator or such Responsible Officer, as the case may be, was negligent in ascertaining the pertinent facts. None of the provisions contained in this Agreement shall require the Trustee or the Trust Administrator required to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, 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 under this 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 Master Servicer in accordance with the terms of this Agreement.

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. (a) The Trustee and Trustee, except during the Trust Administrator, prior to the occurrence continuance of an Event of Default and after the curing of all Events of Default which may have occurred, Trust Administrator undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case Any permissive right of the Trustee or the Trust Administrator provided for in this Agreement shall not be construed as a duty of the Trustee or the Trust Administrator. If an Event of Default has occurred (which and has not otherwise been cured)cured or waived, the Trustee and or the Trust Administrator, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, Administrator 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 its their exercise as a prudent investor Person would exercise or use under the circumstances in the conduct of such investor's Person’s own affairs. The , except in the case that the Trustee is acting as Master Servicer, in which case it shall use the same degree of care and skill as the Master Servicer hereunder. (b) Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Trust Administrator which 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; provided, however, that neither the Trustee and nor the Trust Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, instrumentopinion, report, notice document, order or other document instrument furnished by the Master Servicer or any Servicer to the Servicers Trustee or the Trust Administrator pursuant to Articles IIIthis Agreement, IV and IXshall not be required to recalculate or verify any numerical information furnished to the Trustee or the Trust Administrator pursuant to this Agreement. Subject to the immediately preceding sentence, if any such resolution, certificate, statement, opinion, report, document, order or other instrument is found not to conform to the form required by this Agreement in a material manner the Trustee or the Trust Administrator, as applicable, shall take such action as it deems appropriate to cause the instrument to be corrected, and if the instrument is not corrected to the Trustee’s or the Trust Administrator’s satisfaction, the Trustee or the Trust Administrator will provide notice thereof to the Certificateholders and will, at the expense of the Trust Fund, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the Certificateholders. (c) Neither the Trustee nor the Trust Administrator shall have any liability arising out of or in connection with this Agreement, except for its negligence or willful misconduct. Notwithstanding anything in this Agreement to the contrary, neither the Trustee nor the Trust Administrator shall be liable for special, indirect or consequential losses or damages of any kind whatsoever (including, but not limited to, lost profits). No provision of this Agreement shall be construed to relieve the Trustee and 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) Prior to the occurrence of an Event of Default and after the curing of all such Events of Default which may have occurred, the duties and obligations of Neither the Trustee and nor the Trust Administrator 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 and the Trust Administrator and, in the absence of bad faith on the part of the Trustee and the Trust Administrator, the Trustee and the Trust Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and the Trust Administrator, and conforming to the requirements of this Agreement; (ii) The Trustee and 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 holders Holders of Certificates which evidence as provided in Section 6.18 hereof; (ii) For all purposes under this Agreement, the aggregate Trustee shall not less be deemed to have notice of any Event of Default (other than 25% of resulting from a failure by the Voting Interest represented by all Certificates relating Master Servicer to the time, method and place of conducting any proceeding for any remedy available furnish information to the Trustee and the Trust Administrator, or exercising any trust or power conferred upon when required to do so) unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Trust Administrator under Holders of the Certificates and this Agreement; and; (iii) The Trustee and For all purposes under this Agreement, the Trust Administrator shall not be liable for deemed to have notice of any error Event of judgment made in good faith Default (other than resulting from a failure by any of their respective Responsible Officers, unless it shall be proved that the Trustee or Master Servicer to furnish information to the Trust Administrator or such when required to do so) unless a Responsible Officer, as the case may be, was negligent in ascertaining the pertinent facts. None Officer of the provisions contained Trust Administrator has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trust Administrator at the address provided in Section 11.07, and such notice references the Holders of the Certificates and this Agreement; (iv) No provision of this Agreement shall require the Trustee or the Trust Administrator to expend or risk its own funds or otherwise incur personal any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers powers, if there is it shall have reasonable ground grounds for believing that 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 or the Trust Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer under this Agreement; (v) Neither the Trustee nor the Trust Administrator (unless acting in such capacity) shall be responsible for any act or omission of the Master Servicer, the Depositor, the Seller, the Authenticating Agent, the Paying Agent, the Certificate Registrar or any Custodian. (d) The Trustee shall have no duty hereunder with respect to any complaint, claim, demand, notice or other document it may receive or which may be alleged to have been delivered to or served upon it by the parties as a consequence of the assignment of any Mortgage Loan hereunder; provided, however, that the Trustee shall promptly remit to the applicable Servicer upon receipt any such complaint, claim, demand, notice or other document (i) which is delivered to the Corporate Trust Office of the Trustee, (ii) of which a Responsible Officer has actual knowledge, and (iii) which contains information sufficient to permit the Trustee to make a determination that the real property to which such document relates is a Mortgaged Property. (e) 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 Certificateholders of any Class holding Certificates which evidence, as to such Class, Percentage Interests aggregating not less than 25% as 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, as applicable, under this Agreement. (f) Neither the Trustee nor the Trust Administrator shall be required to perform services under this Agreement, or to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or powers if there is reasonable ground for believing that the timely payment of its fees and expenses or 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 or the Trust Administrator, as applicable, to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer or any Servicer under this Agreement or any 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 Master Servicer in accordance with the terms of this Agreement. (g) The Trustee shall not be held liable by reason of any insufficiency in the Certificate Distribution Account resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Trustee is the obligor and has defaulted thereon). (h) Except as otherwise provided herein, neither the Trustee nor the Trust Administrator shall have any 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 evidencing a security interest, 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, (C) to see to the payment or discharge of 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 Fund other than from funds available in the Certificate Distribution Account, or (D) to confirm or verify the contents of any reports or certificates of the Master Servicer or any Servicer delivered to the Trustee or the Trust Administrator pursuant to this Agreement believed by the Trustee or the Trust Administrator, as applicable, to be genuine and to have been signed or presented by the proper party or parties. (i) Neither the Trust Administrator nor the Trustee shall be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as applicable, was negligent in ascertaining the pertinent facts. (j) Notwithstanding anything in this Agreement to the contrary, neither the Trust Administrator nor the Trustee shall be liable for special, indirect or consequential losses or damages of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee or the Trust Administrator, as applicable, has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trust Administrator nor the Trustee shall be responsible for the acts or omissions of the other, it being understood that this Agreement shall not be construed to render them agents of one another.

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. The Trustee and the Trust Administrator, prior to the occurrence of an a Master Servicer Event of Default Termination and after the curing of all Master Servicer Events of Default Termination which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Master Servicer Event of Default Termination has occurred (which has not been cured)) of which a Responsible Officer has knowledge, each of the Trustee and the Trust Administrator, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, Administrator shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent investor man would exercise or use under the circumstances in the conduct of such investor's his own affairs. The Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Trust Administrator it which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement; provided, however, that neither the Trustee and nor the Trust Administrator shall not will be responsible for the accuracy or content of any certificatesuch resolutions, statementcertificates, instrumentstatements, reportopinions, notice reports, documents or other document furnished by the Master Servicer or the Servicers pursuant instruments. If any such instrument is found not to Articles III, IV and IX. No provision of this Agreement shall be construed to relieve the Trustee and 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) Prior to the occurrence of an Event of Default and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee and the Trust Administrator 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 and the Trust Administrator and, in the absence of bad faith on the part of the Trustee and the Trust Administrator, the Trustee and the Trust Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and the Trust Administrator, and conforming conform to the requirements of this Agreement; (ii) The Trustee and the Trust Administrator shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it Agreement in good faith in accordance with the direction of holders of Certificates which evidence in the aggregate not less than 25% of the Voting Interest represented by all Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee and the Trust Administrator, or exercising any trust or power conferred upon the Trustee and the Trust Administrator under this Agreement; and (iii) The Trustee and the Trust Administrator shall not be liable for any error of judgment made in good faith by any of their respective Responsible Officers, unless it shall be proved that a material manner the Trustee or the Trust Administrator or such Responsible OfficerAdministrator, as applicable, shall take such action as it deems appropriate to have the case may beinstrument corrected, was negligent in ascertaining and if the pertinent facts. None of instrument is not corrected to the provisions contained in this Agreement shall require Trustee's or the Trust Administrator's satisfaction, the Trustee or the Trust Administrator, as applicable, will provide notice thereof to the Certificateholders. The Trust Administrator agrees to expend or risk its own notify the Master Servicer in writing no later than 5:00 pm (Eastern Time) on each Servicer Remittance Date of the aggregate dollar amount of the funds or otherwise incur personal financial liability in received by the performance of Trustee from the Servicer on such Servicer Remittance Date and any of its duties hereunder or in other information reasonably requested by the exercise of any of its rights or powers if there is reasonable ground for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured Master Servicer, so as to itenable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 4.01.

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. The Trustee and the Trust Administrator, prior to the occurrence of an a Master Servicer Event of Default Termination and after the curing of all Master Servicer Events of Default Termination which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Master Servicer Event of Default Termination has occurred (which has not been cured)) of which a Responsible Officer has knowledge, each of the Trustee and the Trust Administrator, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, Administrator shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent investor man would exercise or use under the circumstances in the conduct of such investor's his own affairs. The Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Trust Administrator it which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement; provided, however, that neither the Trustee and nor the Trust Administrator shall not will be responsible for the accuracy or content of any certificatesuch resolutions, statementcertificates, instrumentstatements, reportopinions, notice reports, documents or other document furnished instruments. If any such instrument is found not to conform to the requirements of this Agreement in a material manner the Trustee or the Trust Administrator, as applicable, shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's or the Trust Administrator's satisfaction, the Trustee or the Trust Administrator, as applicable, will provide notice thereof to the Certificateholders. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 pm (Eastern Time) on each Servicer Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such Servicer Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer or to make the Servicers reconciliations and verifications required to be made by it pursuant to Articles III, IV and IXSection 4.01. 135 No provision of this Agreement shall be construed to relieve the Trustee and 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) Prior to the occurrence of an Event of Default and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee and the Trust Administrator 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 and the Trust Administrator and, in the absence of bad faith on the part of the Trustee and the Trust Administrator, the Trustee and the Trust Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and the Trust Administrator, and conforming to the requirements of this Agreement; (ii) The Trustee and 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 holders of Certificates which evidence in the aggregate not less than 25% of the Voting Interest represented by all Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee and the Trust Administrator, or exercising any trust or power conferred upon the Trustee and the Trust Administrator under this Agreement; and (iii) The Trustee and the Trust Administrator shall not be liable for any error of judgment made in good faith by any of their respective Responsible Officers, unless it shall be proved that the Trustee or the Trust Administrator or such Responsible Officer, as the case may be, was negligent in ascertaining the pertinent facts. None of the provisions contained in this Agreement shall require the Trustee or the Trust Administrator to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. The Each of the Trustee and the Trust Administrator, prior to the occurrence of an Event of a Master Servicer Default and after the curing of all Events of Default Master Servicer Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event During a Master Servicer Default, each of Default has occurred (which has not been cured), the Trustee and the Trust Administrator, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, Administrator shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent investor person would exercise or use under the circumstances in the conduct of such investorperson's own affairs. The Any permissive right of the Trustee or the Trust Administrator enumerated in this Agreement shall not be construed as a duty. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Trust Administrator it which 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 specified in this Agreement; provided. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, howeverit shall take such action as it deems appropriate to have the instrument corrected, that and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders Each of the Trustee and the Trust Administrator shall may, in accordance with its duties hereunder, do all things necessary and proper as may be required in connection with any secondary mortgage licensing laws and similar requirements, including, but not be responsible limited, to consenting to jurisdiction, and the appointment of agents for service of process, in jurisdictions in which the accuracy or content of any certificate, statement, instrument, report, notice or other document furnished by the Master Servicer or the Servicers pursuant to Articles III, IV and IXMortgaged Properties are located. No provision of this Agreement shall be construed to relieve the Trustee and 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) Prior to the occurrence of an Event of Default a Master Servicer Default, and after the curing of all such Events of Default Master Servicer Defaults which may have occurred, the duties and obligations of the Trustee and the Trust Administrator 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 and or the Trust Administrator and, in the absence of bad faith on the part of the Trustee and the Trust Administrator, the Trustee and the Trust Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed thereincontained therein (including, but not limited to, Master Servicer Information), upon any 116 certificates or opinions furnished to the Trustee and the Trust Administrator, and conforming to Administrator that are in the requirements of forms specified in this Agreement; (ii) The Neither the Trustee and 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, unless it shall be proved that the Trustee or the Trust Administrator was negligent in ascertaining the pertinent facts; and (iii) Neither Trustee nor the Trust Administrator shall be 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 which evidence in the aggregate not less than 25% of the Voting Interest represented by all Certificates relating Majority Certificateholders issued to the time, method and place of conducting any proceeding for any remedy available to the Trustee and the Trust Administrator, or exercising any trust or power conferred upon the Trustee and the Trust Administrator under this Agreement; and (iii) The Trustee and the Trust Administrator shall not be liable for any error of judgment made in good faith by any of their respective Responsible Officers, unless it shall be proved that the Trustee or the Trust Administrator or such Responsible Officer, as the case may be, was negligent in ascertaining the pertinent facts. None of the provisions contained in this Agreement shall require the Trustee or the Trust Administrator pursuant to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itSection 8.13 hereof.

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. The Trustee and the Trust Administrator, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred (which has not been cured), the Trustee and the Trust Administrator, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs. The Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Trust Administrator Administrator, which 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; providedPROVIDED, howeverHOWEVER, that the Trustee and the Trust Administrator shall not be responsible for the accuracy or content of any certificate, statement, instrument, report, notice or other document furnished by the Master Servicer or the Servicers pursuant to Articles III, IV and IX. No provision of this Agreement shall be construed to relieve the Trustee and the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; providedPROVIDED, howeverHOWEVER, that: (i) : Prior to the occurrence of an Event of Default and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee and the Trust Administrator 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 and the Trust Administrator and, in the absence of bad faith on the part of the Trustee and the Trust Administrator, the Trustee and the Trust Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and the Trust Administrator, and conforming to the requirements of this Agreement; (ii) ; The Trustee and 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 holders of Certificates which evidence in the aggregate not less than 25% of the Voting Interest represented by all Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee and the Trust Administrator, or exercising any trust or power conferred upon the Trustee and the Trust Administrator Administrator, under this Agreement; and (iii) and The Trustee and the Trust Administrator shall not be liable for any error of judgment made in good faith by any of their respective Responsible Officers, unless it shall be proved that the Trustee or the Trust Administrator or such Responsible Officer, as the case may be, was negligent in ascertaining the pertinent facts. None of the provisions contained in this Agreement shall require the Trustee or the Trust Administrator to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. The Each of the Trustee and the Trust Administrator, prior to the occurrence of an Event of a Master Servicer Default and after the curing of all Events of Default Master Servicer Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event During a Master Servicer Default, each of Default has occurred (which has not been cured), the Trustee and the Trust Administrator, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, Administrator shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent investor person would exercise or use under the circumstances in the conduct of such investorperson's own affairs. The Any permissive right of the Trustee or the Trust Administrator enumerated in this Agreement shall not be construed as a duty. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Trust Administrator it which 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 specified in this Agreement; provided. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, howeverit shall take such action as it deems appropriate to have the instrument corrected, that and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders Each of the Trustee and the Trust Administrator shall may, in accordance with its duties hereunder, do all things necessary and proper as may be required in connection with any secondary mortgage licensing laws and similar requirements, including, but not be responsible limited, to consenting to jurisdiction, and the appointment of agents for service of process, in jurisdictions in which the accuracy or content of any certificate, statement, instrument, report, notice or other document furnished by the Master Servicer or the Servicers pursuant to Articles III, IV and IXMortgaged Properties are located. No provision of this Agreement shall be construed to relieve the Trustee and 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) Prior to the occurrence of an Event of Default a Master Servicer Default, and after the curing of all such Events of Default Master Servicer Defaults which may have occurred, the duties and obligations of the Trustee and the Trust Administrator 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 and or the Trust Administrator and, in the absence of bad faith on the part of the Trustee and the Trust Administrator, the Trustee and the Trust Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed thereincontained therein (including, but not limited to, Master Servicer Information), upon any 118 certificates or opinions furnished to the Trustee and the Trust Administrator, and conforming to Administrator that are in the requirements of forms specified in this Agreement; (ii) The Neither the Trustee and 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, unless it shall be proved that the Trustee or the Trust Administrator was negligent in ascertaining the pertinent facts; and (iii) Neither Trustee nor the Trust Administrator shall be 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 which evidence in the aggregate not less than 25% of the Voting Interest represented by all Certificates relating Majority Certificateholders issued to the time, method and place of conducting any proceeding for any remedy available to the Trustee and the Trust Administrator, or exercising any trust or power conferred upon the Trustee and the Trust Administrator under this Agreement; and (iii) The Trustee and the Trust Administrator shall not be liable for any error of judgment made in good faith by any of their respective Responsible Officers, unless it shall be proved that the Trustee or the Trust Administrator or such Responsible Officer, as the case may be, was negligent in ascertaining the pertinent facts. None of the provisions contained in this Agreement shall require the Trustee or the Trust Administrator pursuant to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itSection 8.13 hereof.

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. The Each of the Trustee and the Trust Administrator, prior to the occurrence of an Event of a Servicer Default and after the curing of all Events of Default Servicer Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event During a Servicer Default, each of Default has occurred (which has not been cured), the Trustee and the Trust Administrator, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, Administrator shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent investor person would exercise or use under the circumstances in the conduct of such investorperson's own affairs. The Any permissive right of the Trustee or the Trust Administrator enumerated in this Agreement shall not be construed as a duty. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Trust Administrator it which 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 specified in this Agreement; provided, however, that . Each of the Trustee and the Trust Administrator shall may, in accordance with its duties hereunder, do all things necessary and proper as may be required in connection with any secondary mortgage licensing laws and similar requirements, including, but not be responsible limited, to consenting to jurisdiction, and the appointment of agents for service of process, in jurisdictions in which the accuracy or content of any certificate, statement, instrument, report, notice or other document furnished by the Master Servicer or the Servicers pursuant to Articles III, IV and IXMortgaged Properties are located. No provision of this Agreement shall be construed to relieve the Trustee and 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) Prior to the occurrence of an Event of Default a Servicer Default, and after the curing of all such Events of Default Servicer Defaults which may have occurred, the duties and obligations of the Trustee and the Trust Administrator 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 and or the Trust Administrator and, in the absence of bad faith on the part of the Trustee and the Trust Administrator, the Trustee and the Trust Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed thereincontained therein (including, but not limited to, Servicer Information), upon any certificates or opinions furnished to the Trustee and the Trust Administrator, and conforming to Administrator that are in the requirements of forms specified in this Agreement; (ii) The Neither the Trustee and 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, unless it shall be proved that the Trustee or the Trust Administrator was negligent in ascertaining the pertinent facts; and (iii) Neither Trustee nor the Trust Administrator shall be 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 which evidence in the aggregate not less than 25% of the Voting Interest represented by all Certificates relating Majority Certificateholders issued to the time, method and place of conducting any proceeding for any remedy available to the Trustee and the Trust Administrator, or exercising any trust or power conferred upon the Trustee and the Trust Administrator under this Agreement; and (iii) The Trustee and the Trust Administrator shall not be liable for any error of judgment made in good faith by any of their respective Responsible Officers, unless it shall be proved that the Trustee or the Trust Administrator or such Responsible Officerpursuant to Section 8.13 hereof. The Trust Administrator shall, as the case may be, was negligent in ascertaining the pertinent facts. None upon receipt of the provisions contained in this Agreement shall require the Trustee or the Trust Administrator to expend or risk its own funds or otherwise incur personal financial liability request substantially in the performance form of any of its duties hereunder or in Exhibit O attached hereto, prepare, issue and forward to the exercise of any of its rights or powers if there is reasonable ground Servicer checks for believing that repayment of refunds and expenses indicated on such funds or adequate indemnity against such risk or liability is not reasonably assured to itrequest.

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. The Each of the Trustee and the Trust Administrator, prior to the occurrence of an a Servicer Event of Default Termination and after the curing of all Events of Default which that may have occurred, undertakes shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an a Servicer Event of Default Termination has occurred (which has not been cured)and remains uncured, each of the Trustee and the Trust Administrator, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, Administrator shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its their exercise as a prudent investor person would exercise or use under the circumstances in the conduct of such investorperson's own affairs. The Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Trust Administrator which Administrator, as applicable, that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that neither the Trustee and nor the Trust Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, instrumentopinion, report, notice document, order or other document furnished by instrument. If any such instrument is found not to conform in any material respect to the Master Servicer requirements of this Agreement, the Trustee or the Servicers pursuant to Articles IIITrust Administrator, IV and IXas applicable, shall notify the Certificateholders of such non-conforming instrument in the event the Trustee or the Trust Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve either the Trustee and 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) Prior to the occurrence of an unless a Servicer Event of Default Termination the Trustee or the Trust Administrator has actual knowledge of shall have occurred and after the curing of all such Events of Default which may have occurredbe continuing, the duties and obligations of the Trustee and or the Trust Administrator shall be determined solely by the express provisions of this Agreement, neither the Trustee and nor 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 and or the Trust Administrator and, in the absence of bad faith on the part of and the Trustee and the Trust Administrator, the Trustee and 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 the Trustee and or the Trust Administrator, as applicable, and conforming to the requirements of this AgreementAgreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) The neither the Trustee and nor the Trust Administrator Administrator, as applicable, 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 finally proven that the Trustee or the Trust Administrator, as applicable, was negligent in ascertaining the pertinent facts; (iii) neither the Trustee nor the Trust Administrator, as applicable, shall be 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 Holders of Certificates which evidence in the aggregate evidencing not less than 25% of the Voting Interest represented by all Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee and or the Trust Administrator, as applicable, or exercising or omitting to exercise any trust or power conferred upon the Trustee and or the Trust Administrator Administrator, as applicable, under this Agreement; and (iiiiv) The Trustee and shall not be accountable, have liability or make any representation as to any acts or omissions hereunder of the Servicer. Subject to Section 7.02, the Trust Administrator shall not be liable for accountable, shall not have liability nor make any error representation as to any acts or omissions hereunder of judgment made in good faith by any of their respective Responsible Officers, unless it shall be proved that the Trustee or Servicer until such time as the Trust Administrator may be required to act as Servicer pursuant to Section 7.02 and thereupon only for the acts or such Responsible Officer, as the case may be, was negligent in ascertaining the pertinent facts. None omissions of the provisions contained in this Agreement shall require the Trustee or the Trust Administrator to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itas successor Servicer.

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. The Each of the Trustee and the Trust Administrator, prior to the occurrence of an a Master Servicer Event of Default and after the curing of all Master Servicer Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an During a Master Servicer Event of Default has occurred (which has not been cured)Default, each of the Trustee and the Trust Administrator, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, Administrator shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its their exercise as a prudent investor person would exercise or use under the circumstances in the conduct of such investorperson's own affairs. The Any permissive right of the Trustee or the Trust Administrator enumerated in this Agreement shall not be construed as a duty. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Trust Administrator which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in conform on their face to the form required by requirements of this Agreement; provided. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, however, that each of the Trustee and the Trust Administrator shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not be responsible for corrected to each of the accuracy or content of any certificateTrustee's and the Trust Administrator's satisfaction, statement, instrument, report, it will provide notice or other document furnished by thereof to the Master Servicer or Certificateholders and the Servicers pursuant to Articles III, IV and IXNIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee and 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) Prior to the occurrence of an a Master Servicer Event of Default Default, and after the curing of all such Master Servicer Events of Default which may have occurred, the duties and obligations of each of the Trustee and the Trust Administrator shall be determined solely by the express provisions of this Agreement, neither the Trustee and nor 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 and or the Trust Administrator and, in the absence of bad faith on the part of the Trustee and or the Trust Administrator, as applicable, the Trustee and or the Trust Administrator Administrator, as the case may be, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and or the Trust Administrator, and conforming as the case may be, that conform to the requirements of this Agreement; (ii) The Neither the Trustee and 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 it, unless it shall be proved that it was negligent in ascertaining the pertinent facts; and 121 (iii) 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 holders the NIMs Insurer or the Holders of Certificates which evidence in the aggregate not less than entitled to at least 25% of the Voting Interest represented by all Certificates Rights relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee and the Trust Administratorit, or exercising any trust or power conferred upon the Trustee and the Trust Administrator it, under this Agreement; and (iii) The Trustee and the Trust Administrator shall not be liable for any error of judgment made in good faith by any of their respective Responsible Officers, unless it shall be proved that the Trustee or the Trust Administrator or such Responsible Officer, as the case may be, was negligent in ascertaining the pertinent facts. None of the provisions contained in this Agreement shall require the Trustee or the Trust Administrator to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. The Each of the Trustee and the Trust Administrator, prior to the occurrence of an a Master Servicer Event of Default and after the curing of all Master Servicer Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an During a Master Servicer Event of Default has occurred (which has not been cured)Default, each of the Trustee and the Trust Administrator, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, Administrator shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its their exercise as a prudent investor person would exercise or use under the circumstances in the conduct of such investorperson's own affairs. The Any permissive right of the Trustee or the Trust Administrator enumerated in this Agreement shall not be construed as a duty. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Trust Administrator it which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement; provided. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, however, that the Trustee and the Trust Administrator shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not be responsible for corrected to its satisfaction, it will provide notice thereof to the accuracy or content of any certificate, statement, instrument, report, notice or other document furnished by the Master Servicer or the Servicers pursuant to Articles III, IV and IXCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee and 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) Prior to the occurrence of an a Master Servicer Event of Default Default, and after the curing of all such Master Servicer Events of Default which may have occurred, the duties and obligations of the Trustee and the Trust Administrator 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 and or the Trust Administrator and, in the absence of bad faith on the part of the Trustee and or the Trust Administrator, the Trustee and the Trust Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and the Trust Administrator, and conforming it that conform to the requirements of this Agreement; (ii) The Neither the Trustee and 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, unless it shall be proved that the Trustee or the Trust Administrator was negligent in ascertaining the pertinent facts; and (iii) 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 holders the Holders of Certificates which evidence in the aggregate not less than entitled to at least 25% of the Voting Interest represented by all Certificates Rights relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee and or the Trust Administrator, or exercising any trust or power conferred upon the Trustee and or the Trust Administrator Administrator, under this Agreement; and (iii) The Trustee and the Trust Administrator shall not be liable for any error of judgment made in good faith by any of their respective Responsible Officers, unless it shall be proved that the Trustee or the Trust Administrator or such Responsible Officer, as the case may be, was negligent in ascertaining the pertinent facts. None of the provisions contained in this Agreement shall require the Trustee or the Trust Administrator to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. The Each of the Trustee and the Trust Administrator, prior to the occurrence of an Event of a Servicer Default and after the curing of all Events of Default Servicer Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event During a Servicer Default, each of Default has occurred (which has not been cured), the Trustee and the Trust Administrator, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, Administrator shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent investor person would exercise or use under the circumstances in the conduct of such investorperson's own affairs. The Any permissive right of the Trustee or the Trust Administrator enumerated in this Agreement shall not be construed as a duty. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Trust Administrator it which 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 specified in this Agreement; provided. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, howeverit shall take such action as it deems appropriate to have the instrument corrected, that and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders Each of the Trustee and the Trust Administrator shall may, in accordance with its duties hereunder, do all things necessary and proper as may be required in connection with any secondary mortgage licensing laws and similar requirements, including, but not be responsible limited, to consenting to jurisdiction, and the appointment of agents for service of process, in jurisdictions in which the accuracy or content of any certificate, statement, instrument, report, notice or other document furnished by the Master Servicer or the Servicers pursuant to Articles III, IV and IXMortgaged Properties are located. No provision of this Agreement shall be construed to relieve the Trustee and 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) Prior to the occurrence of an Event of Default a Servicer Default, and after the curing of all such Events of Default Servicer Defaults which may have occurred, the duties and obligations of the Trustee and the Trust Administrator 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 and or the Trust Administrator and, in the absence of bad faith on the part of the Trustee and the Trust Administrator, the Trustee and the Trust Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed thereincontained therein (including, but not limited to, Servicer Information), upon any certificates or opinions furnished to the Trustee and the Trust Administrator, and conforming to Administrator that are in the requirements of forms specified in this Agreement; (ii) The Neither the Trustee and 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, unless it shall be proved that the Trustee or the Trust Administrator was negligent in ascertaining the pertinent facts; and (iii) Neither Trustee nor the Trust Administrator shall be 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 which evidence in the aggregate not less than 25% of the Voting Interest represented by all Certificates relating Majority Certificateholders issued to the time, method and place of conducting any proceeding for any remedy available to the Trustee and the Trust Administrator, or exercising any trust or power conferred upon the Trustee and the Trust Administrator under this Agreement; and (iii) The Trustee and the Trust Administrator shall not be liable for any error of judgment made in good faith by any of their respective Responsible Officers, unless it shall be proved that the Trustee or the Trust Administrator or such Responsible Officer, as the case may be, was negligent in ascertaining the pertinent facts. None of the provisions contained in this Agreement shall require the Trustee or the Trust Administrator pursuant to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itSection 8.13 hereof.

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. The Each of the Trustee and the Trust Administrator, prior to the occurrence of an Event of a Master Servicer Default and after the curing of all Events of Default Master Servicer Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event During a Master Servicer Default, each of Default has occurred (which has not been cured), the Trustee and the Trust Administrator, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, Administrator shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent investor person would exercise or use under the circumstances in the conduct of such investorperson's own affairs. The Any permissive right of the Trustee or the Trust Administrator enumerated in this Agreement shall not be construed as a duty. Each of the Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Trust Administrator it which 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 specified in this Agreement; provided. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, howeverit shall take such action as it deems appropriate to have the instrument corrected, that and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders Each of the Trustee and the Trust Administrator shall may, in accordance with its duties hereunder, do all things necessary and proper as may be required in connection with any secondary mortgage licensing laws and similar requirements, including, but not be responsible limited, to consenting to jurisdiction, and the appointment of agents for service of process, in jurisdictions in which the accuracy or content of any certificate, statement, instrument, report, notice or other document furnished by the Master Servicer or the Servicers pursuant to Articles III, IV and IXMortgaged Properties are located. No provision of this Agreement shall be construed to relieve the Trustee and 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) Prior to the occurrence of an Event of Default a Master Servicer Default, and after the curing of all such Events of Default Master Servicer Defaults which may have occurred, the duties and obligations of the Trustee and the Trust Administrator 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 and or the Trust Administrator and, in the absence of bad faith on the part of the Trustee and the Trust Administrator, the Trustee and the Trust Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed thereincontained therein (including, but not limited to, Master Servicer Information), upon 121 any certificates or opinions furnished to the Trustee and the Trust Administrator, and conforming to Administrator that are in the requirements of forms specified in this Agreement; (ii) The Neither the Trustee and 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, unless it shall be proved that the Trustee or the Trust Administrator was negligent in ascertaining the pertinent facts; and (iii) Neither Trustee nor the Trust Administrator shall be 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 which evidence in the aggregate not less than 25% of the Voting Interest represented by all Certificates relating Majority Certificateholders issued to the time, method and place of conducting any proceeding for any remedy available to the Trustee and the Trust Administrator, or exercising any trust or power conferred upon the Trustee and the Trust Administrator under this Agreement; and (iii) The Trustee and the Trust Administrator shall not be liable for any error of judgment made in good faith by any of their respective Responsible Officers, unless it shall be proved that the Trustee or the Trust Administrator or such Responsible Officer, as the case may be, was negligent in ascertaining the pertinent facts. None of the provisions contained in this Agreement shall require the Trustee or the Trust Administrator pursuant to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itSection 8.13 hereof.

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. The Trustee and the Trust Administrator, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred (which has not been cured), the Trustee and the Trust Administrator, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs. The Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Trust Administrator Administrator, which 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; providedPROVIDED, howeverHOWEVER, that the Trustee and the Trust Administrator shall not be responsible for the accuracy or content of any certificate, statement, instrument, report, notice or other document furnished by the Master Servicer or the Servicers pursuant to Articles III, IV and IX. No provision of this Agreement shall be construed to relieve the Trustee and the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; providedPROVIDED, howeverHOWEVER, that: (i) Prior to the occurrence of an Event of Default and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee and the Trust Administrator 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 and the Trust Administrator and, in the absence of bad faith on the part of the Trustee and the Trust Administrator, the Trustee and the Trust Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and the Trust Administrator, and conforming to the requirements of this Agreement; (ii) The Trustee and 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 holders of Certificates which evidence in the aggregate not less than 25% of the Voting Interest represented by all Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee and the Trust Administrator, or exercising any trust or power conferred upon the Trustee and the Trust Administrator Administrator, under this Agreement; and (iii) The Trustee and the Trust Administrator shall not be liable for any error of judgment made in good faith by any of their respective Responsible Officers, unless it shall be proved that the Trustee or the Trust Administrator or such Responsible Officer, as the case may be, was negligent in ascertaining the pertinent facts. None of the provisions contained in this Agreement shall require the Trustee or the Trust Administrator to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.