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

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. Each of the Trustee and the Trust Administrator, prior to the occurrence of a Master Servicer Default and after the curing of all Master Servicer Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During a Master Servicer Default, each of the Trustee and the Trust 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 their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. 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 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 specified in this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, it shall take such action as it deems appropriate to have the instrument corrected, 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 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 limited, to consenting to jurisdiction, and the appointment of agents for service of process, in jurisdictions in which the Mortgaged Properties are located. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. Each of the Trustee and the Trust Administrator, prior to the occurrence of a Master Servicer Event of Default and after the curing of all Master Servicer Defaults Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During a Master Servicer Event of Default, each of the Trustee and the Trust 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 their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. 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 it 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 specified in requirements of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, it shall take such action as it deems appropriate to have the instrument corrected, 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 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 limited, to consenting to jurisdiction, and the appointment of agents for service of process, in jurisdictions in which the Mortgaged Properties are locatedCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. Each of the The Trustee and the Trust Administrator, prior to the occurrence of a Master Servicer Default Event of Termination and after the curing of all Master Servicer Defaults Events of Termination which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During If a Master Servicer DefaultEvent of Termination has occurred (which has not been cured) of which a Responsible Officer has knowledge, each of the Trustee and the Trust 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 their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. 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 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 specified in requirements of this Agreement; provided, however, that neither the Trustee nor the Trust Administrator will be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform to the requirements of this Agreement in a material mannermanner the Trustee or the Trust Administrator, it as applicable, shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its the Trustee's or the Trust Administrator's satisfaction, it the Trustee or the Trust Administrator, as applicable, will provide notice thereof to the Certificateholders Each 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 Trustee and aggregate dollar amount of the Trust Administrator 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 limited, to consenting to jurisdiction, and the appointment of agents for service of process, in jurisdictions in which the Mortgaged Properties are located. No provision of this Agreement shall be construed to relieve funds received by the Trustee or from the Trust Administrator from liability for its own negligent actionServicer on such Servicer Remittance Date and any other information reasonably requested by the Master Servicer, its own negligent failure so as to act or its own willful misconduct; provided, however, that:enable 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. Each of the Trustee and the Trust Administrator, prior to the occurrence of a Master Servicer Event of Default and after the curing of all Master Servicer Defaults Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During a Master Servicer Event of Default, each of the Trustee and the Trust 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 their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. 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 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 specified in requirements of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, it 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 corrected to its satisfaction, it will provide notice thereof to the Certificateholders Each of the Trustee and the Trust Administrator 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 limited, to consenting to jurisdiction, and the appointment of agents for service of process, in jurisdictions in which the Mortgaged Properties are locatedCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. Each of the The Trustee and the Trust Administrator, prior to the occurrence of a Master Servicer an Event of Default and after the curing of all Master Servicer Defaults Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During a Master Servicer DefaultIn case an Event of Default has occurred (which has not been cured), each of the Trustee and the Trust Administrator 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 their exercise, its exercise as a prudent person investor would exercise or use under the circumstances in the conduct of such personinvestor's own affairs. Any permissive right of the Trustee or the Trust Administrator enumerated in this Agreement shall not be construed as a duty. Each of the The Trustee and the Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the it 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 specified in required by this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner; PROVIDED, it shall take such action as it deems appropriate to have the instrument correctedHOWEVER, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders Each of that the Trustee and the Trust Administrator mayshall not be responsible for the accuracy or content of any certificate, in accordance with its duties hereunderstatement, do all things necessary instrument, report, notice or other document furnished by the Master Servicer or the Servicers pursuant to Articles III, IV and proper as may be required in connection with any secondary mortgage licensing laws and similar requirements, including, but not limited, to consenting to jurisdiction, and the appointment of agents for service of process, in jurisdictions in which the Mortgaged Properties are locatedIX. No provision of this Agreement shall be construed to relieve the Trustee or 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:: 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; 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 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. Each of the Trustee and the Trust Administrator, prior to the occurrence of a Master Servicer Default and after the curing of all Master Servicer Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During a Master Servicer Default, each of the Trustee and the Trust 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 their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. 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 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 specified in this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, it shall take such action as it deems appropriate to have the instrument corrected, 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 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 limited, to consenting to jurisdiction, and the appointment of agents for service of process, in jurisdictions in which the Mortgaged Properties are located. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. Each of the Trustee and the Trust Administrator, prior to the occurrence of a Master Servicer Default and after the curing of all Master Servicer Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During a Master Servicer Default, each of the Trustee and the Trust 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 their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. 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 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 specified in this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, it shall take such action as it deems appropriate to have the instrument corrected, 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 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 limited, to consenting to jurisdiction, and the appointment of agents for service of process, in jurisdictions in which the Mortgaged Properties are located. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. Each of the The Trustee and the Trust Administrator, prior to the occurrence of a Master Servicer Default Event of Termination and after the curing of all Master Servicer Defaults Events of Termination which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During If a Master Servicer DefaultEvent of Termination has occurred (which has not been cured) of which a Responsible Officer has knowledge, each of the Trustee and the Trust 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 their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. 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 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 specified in requirements of this Agreement; provided, however, that neither the Trustee nor the Trust Administrator will be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform to the requirements of this Agreement in a material mannermanner the Trustee or the Trust Administrator, it as applicable, shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its the Trustee's or the Trust Administrator's satisfaction, it the Trustee or the Trust Administrator, as applicable, will provide notice thereof to the Certificateholders Each 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 Trustee and aggregate dollar amount of the funds received by the Trust Administrator mayfrom the Servicer on such Servicer Remittance Date and any other information reasonably requested by the Master Servicer, in accordance with its duties hereunder, do all things necessary so as to enable the Master Servicer to make the reconciliations and proper as may verifications required to be required in connection with any secondary mortgage licensing laws and similar requirements, including, but not limited, made by it pursuant to consenting to jurisdiction, and the appointment of agents for service of process, in jurisdictions in which the Mortgaged Properties are locatedSection 4.01. 135 No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. Each of the The Trustee and the Trust Administrator, prior to the occurrence of a Servicer Event of Termination or Master Servicer Default Event of Termination and after the curing of all Servicer Events of Termination or Master Servicer Defaults Event of Termination which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During If a Servicer Event of Termination or a Master Servicer DefaultEvent of Termination has occurred (which has not been cured) of which a Responsible Officer has knowledge, each of the Trustee and the Trust 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 their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. 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 it 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 specified in requirements of this Agreement; provided, however, that neither the Trustee nor the Trust Administrator will be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform to the requirements of this Agreement in a material mannermanner the Trustee or the Trust Administrator, it as applicable shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its the Trustee’s or the Trust Administrator’s satisfaction, it the Trustee or the Trust Administrator, as applicable, will provide notice thereof to the Certificateholders Each of the Trustee and the Trust Administrator 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 limited, to consenting to jurisdiction, and the appointment of agents for service of process, in jurisdictions in which the Mortgaged Properties are locatedCertificate Insurer. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR. Each of the Trustee and the Trust Administrator, prior to the occurrence of a Master Servicer Event of Default and after the curing of all Master Servicer Defaults Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During a Master Servicer Event of Default, each of the Trustee and the Trust 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 their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. 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 it 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 specified in requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, it 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 corrected to its each of the Trustee's and the Trust Administrator's satisfaction, it will provide notice thereof to the Certificateholders Each of the Trustee and the Trust Administrator 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 limited, to consenting to jurisdiction, and the appointment of agents for service of process, in jurisdictions in which the Mortgaged Properties are locatedNIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: