Common use of Duties of Trustee and Trust Administrator Clause in Contracts

Duties of Trustee and 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 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 investor's person’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 Administratorit, 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 or requirements of this Agreement in a material manner, it shall take such action as it deems appropriate to have the Servicers pursuant instrument corrected, and if the instrument is not corrected to Articles IIIits satisfaction, IV and IXit will provide notice thereof to the Certificateholders. 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 any 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; (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 Administratorit, under this Agreement; and (iiiiv) The Neither the Trustee and nor the Trust Administrator shall not be liable for required to take notice or be deemed to have notice or knowledge of any error default unless a Responsible Officer 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 OfficerAdministrator, as the case may be, was negligent in ascertaining shall have received written notice thereof or a Responsible Officer shall have actual knowledge thereof. In the pertinent facts. None absence of the provisions contained in this Agreement shall require receipt of such notice or actual knowledge, the Trustee or Trust Administrator, as applicable, may conclusively assume there is no default. Neither the Trustee nor the Trust Administrator shall be 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, in each case not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee’s or the Trust Administrator’s, as the case may be, performance in accordance with the provisions of this Agreement, 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. With respect to the Trustee and the Trust Administrator, none of the provisions contained in this Agreement shall in any event require the Trustee or the Trust Administrator, as the case may be, to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement, except during such time, if any, as the Trustee or the Trust Administrator, as applicable, shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Agreement.

Duties of Trustee and 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 Administratorit, 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 instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders 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 IXCertificate 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 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 Certificate Insurer or 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 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 Administratorit, 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 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 (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 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 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 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 NIMS 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: (i1) Prior to the occurrence of an a Master Servicer Event of Default Termination, and after the curing of all such Master Servicer Events of Default 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; (ii2) 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 the pertinent facts; (3) 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 evidencing not less than 2551% 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, as applicable, or exercising or omitting to exercise any trust or power conferred upon the Trustee and the Trust AdministratorTrustee, under this Agreement; and (iii4) The Trustee and shall not be required to take notice or be deemed to have notice or knowledge of any default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Depositor, the Servicer or the Holders of Certificates evidencing not less than 51% of the Voting Rights. Neither the Trustee 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. The Depositor hereby directs the Trust Administrator to execute, deliver and perform its obligations under the Cap Contracts on the Closing Date and thereafter on behalf of the Holders of the Class A Certificates and the Mezzanine Certificates. The Depositor, the Master Servicer and the Holders of the Class A Certificates and the Mezzanine Certificates by their acceptance of such Certificates acknowledge and agree that the Trust Administrator shall execute, deliver and perform its obligations under the Cap Contracts and shall do so solely in its capacity as Trust Administrator of the Trust Fund and not in its individual capacity.

Duties of Trustee and 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 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 NIMS 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: (i1) Prior to the occurrence of an a Master Servicer Event of Default Termination, and after the curing of all such Master Servicer Events of Default 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; (ii2) 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 the pertinent facts; (3) 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 evidencing not less than 2551% 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, as applicable, or exercising or omitting to exercise any trust or power conferred upon the Trustee and the Trust AdministratorTrustee, under this Agreement; and (iii4) The Trustee and shall not be required to take notice or be deemed to have notice or knowledge of any default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Depositor, the Servicer or the Holders of Certificates evidencing not less than 51% of the Voting Rights. Neither the Trustee 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 Trust Administrator. The Trustee and the Trust AdministratorTrustee, prior to the occurrence of an a Servicer Event of Default or Master Servicer Event of Default and after the curing of all Servicer Events of Default or Master Servicer Events 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 The Trust Administrator undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Event of Default or Master Servicer Event of Default has occurred (which has not been cured)) of which a Responsible Officer has knowledge, 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 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 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 NIMS 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 Servicer Event of Default or Master Servicer Event of Default, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee and the Trust Administrator shall be determined solely by the express provisions of this Agreement, the Trustee 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, in the absence of bad faith on the part of the Trustee, the Trustee, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee, and conforming to the requirements of this Agreement. 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 andAdministrator, in the absence of bad faith on the part of the Trustee and Trust Administrator, 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 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 of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; (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 evidencing not less than 2551% 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, as applicable, or exercising or omitting to exercise any trust or power conferred upon the Trustee and the Trust AdministratorTrustee, under this Agreement; and (iiiiv) The Trustee and shall not be required to take notice or be deemed to have notice or knowledge of any default, Servicer Event of Default or Master Servicer Event of Default unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Depositor, a Servicer or the Holders of Certificates evidencing not less than 51% of the Voting Rights. Neither the Trustee 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 Trust Administrator. (a) The Trustee Trustee, except during the continuance of an Event of Default, 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 undertake 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 , unless the Trust Administrator 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, Administrator which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are on their face 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, the Servicer or the Servicers Subservicer to the 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 on its face to the form required by this Agreement in a material manner the Trustee shall notify the Person providing such resolutions, certificates, statements, opinions, reports or other documents of the non-conformity, and if the instrument is not corrected to the Trustee’s satisfaction, the Trustee will provide notice thereof to the Certificateholders and any NIMS Insurer 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 and any NIMS Insurer. (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, 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 shall be responsible for any act or omission of the Master Servicer, the Depositor, the Seller or the Custodian and neither the Trust Administrator nor the Trustee shall be responsible for any act or omission of the other.

Duties of Trustee and 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 Administratorit, 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 instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders 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 IXCertificate 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; providedPROVIDED, howeverHOWEVER, 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 Certificate Insurer or 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 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 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 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 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. 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 Master Servicer Event of Default Termination, and after the curing of all such Master Servicer Events of Default 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 the pertinent facts; (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 evidencing not less than 2551% 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, as applicable, or exercising or omitting to exercise any trust or power conferred upon the Trustee and the Trust AdministratorTrustee, under this Agreement; and (iiiiv) The Trustee and shall not be required to take notice or be deemed to have notice or knowledge of any default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Depositor, the Servicer or the Holders of Certificates evidencing not less than 51% of the Voting Rights. Neither the Trustee 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 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 Administratorit, 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 or requirements of this Agreement in a material manner, it shall take such action as it deems appropriate to have the Servicers pursuant instrument corrected, and if the instrument is not corrected to Articles IIIits satisfaction, IV and IXit will provide notice thereof to the Certificateholders. 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 any 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; (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 25entitled to at least [__]% 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 Administratorit, under this Agreement; and (iiiiv) The Neither the Trustee and nor the Trust Administrator shall not be liable for required to take notice or be deemed to have notice or knowledge of any error default unless a Responsible Officer 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 OfficerAdministrator, as the case may be, was negligent in ascertaining shall have received written notice thereof or a Responsible Officer shall have actual knowledge thereof. In the pertinent facts. None absence of the provisions contained in this Agreement shall require receipt of such notice or actual knowledge, the Trustee or Trust Administrator, as applicable, may conclusively assume there is no default. Neither the Trustee nor the Trust Administrator shall be 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, in each case not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or the Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement, 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. With respect to the Trustee and the Trust Administrator, none of the provisions contained in this Agreement shall in any event require the Trustee or the Trust Administrator, as the case may be, to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement, except during such time, if any, as the Trustee or the Trust Administrator, as applicable, shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Agreement.

Duties of Trustee and 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 Administratorit, 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 instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders 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 IXCertificate 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; 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, 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 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 Administratorit, 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 or requirements of this Agreement in a material manner, it shall take such action as it deems appropriate to have the Servicers pursuant instrument corrected, and if the instrument is not corrected to Articles IIIits satisfaction, IV and IXit will provide notice thereof to the Certificateholders. 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 any error of judgment made in good faith by a Responsible Officer or Responsible 130 Officers of it unless it shall be proved that it was negligent in ascertaining the pertinent facts; (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 Administratorit, under this Agreement; and (iiiiv) The Neither the Trustee and nor the Trust Administrator shall not be liable for required to take notice or be deemed to have notice or knowledge of any error default unless a Responsible Officer 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 OfficerAdministrator, as the case may be, was negligent in ascertaining shall have received written notice thereof or a Responsible Officer shall have actual knowledge thereof. In the pertinent facts. None absence of the provisions contained in this Agreement shall require receipt of such notice or actual knowledge, the Trustee or Trust Administrator, as applicable, may conclusively assume there is no default. Neither the Trustee nor the Trust Administrator shall be 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, in each case not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or the Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement, 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. With respect to the Trustee and the Trust Administrator, none of the provisions contained in this Agreement shall in any event require the Trustee or the Trust Administrator, as the case may be, to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement, except during such time, if any, as the Trustee or the Trust Administrator, as applicable, shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Agreement.

Duties of Trustee and 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 Administratorit, 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 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 any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the it unless it shall be proved that it was negligent in ascertaining the pertinent facts; (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 Administratorit, under this Agreement; and (iiiiv) The Neither the Trustee and nor the Trust Administrator shall not be liable for required to take notice or be deemed to have notice or knowledge of any error default unless a Responsible Officer of judgment made in good faith by any the Trustee shall have received written notice thereof or a Responsible Officer shall have actual knowledge thereof. In the absence of their respective Responsible Officersreceipt of such notice or actual knowledge, unless it shall be proved that the Trustee or the Trust Administrator or such Responsible OfficerAdministrator, 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 may conclusively assume there is reasonable ground for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itno default.

Duties of Trustee and 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 or the Trust Administrator, as applicable, 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 or the Trust Administrator Administrator, as applicable, shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not be responsible for corrected to it's 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 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 Trust Administrator. 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 undertake 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. Any permissive right of the Trustee or the Trust Administrator enumerated in this Agreement shall not be construed as a duty. 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 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, howeverthe 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 its satisfaction, the Trustee or the Trust Administrator, as applicable, will provide notice thereof to the Certificateholders and the Certificate Insurer. Notwithstanding any term or provision in this Agreement to the contrary, the rights and obligations of the Trustee as Trustee under this Agreement shall not be diminished by the fact that the Trustee and may employ the services of the Trust Administrator to accomplish the duties of the Trustee hereunder. Accordingly, any references in this Agreement alluding to a right or obligation of the Trust Administrator (other than the obligation of the Trust Administrator to act as successor Servicer pursuant to Section 7.02 in the event of a Servicer Event of Default) shall not be responsible for construed to mean such right or obligation of the accuracy Trustee, which right or content of any certificateobligation may be accepted or performed (and, statementto the extent set forth herein, instrument, report, notice or other document furnished is hereby accepted and agreed to be performed) by the Master Servicer or Trust Administrator on behalf of the Servicers pursuant to Articles III, IV and IXTrustee. No provision of this Agreement shall be construed to relieve the Trustee and or the Trust Administrator from liability for its own grossly negligent action, its own grossly 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 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 or the Trust Administrator Administrator, respectively, 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 applicable, 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; (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 Certificate Insurer or 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 (with the consent of the Certificate Insurer) 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, under this Agreement; and; (iiiiv) The In the absence of actual knowledge of a Servicer Event of Default (which knowledge shall be presumed in the case of Sections 7.01(i) and (vi)), neither the Trustee and nor the Trust Administrator shall not be liable for required to take notice or be deemed to have notice or knowledge of any error default or Servicer Event of judgment made in good faith by any of their respective Responsible Officers, Default unless it shall be proved that the Trustee or the Trust Administrator shall be specifically notified in writing by the Servicer, the Certificate Insurer or such Responsible Officer, as the case may be, was negligent in ascertaining the pertinent facts. None any of the provisions contained in this Agreement shall require Certificateholders. In the absence of actual knowledge or receipt of such notice, the Trustee or and the Trust Administrator may conclusively assume that there is no default or Servicer Event of Default; (v) Neither the Trustee nor the Trust Administrator shall be required to expend or risk its own funds or otherwise incur personal financial liability in for the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and (vi) In the event the Trust Administrator serves as successor to the Servicer hereunder, no implied duties or obligations shall be imposed on the Trust Administrator as successor Servicer and the terms and conditions of this Agreement and the performance thereof by the Trust Administrator in its conformity as successor to the Servicer shall not create any additional fiduciary duty on the Trust Administrator to the Certificateholders, the Trustee, the Certificate Insurer, the Servicer or any other person. In the event the Trust Administrator serves as successor to the Servicer hereunder, the Trust Administrator agrees to serve as Servicer pursuant to the terms of the Agreement.

Duties of Trustee and Trust Administrator. (a) The Trustee Trustee, except during the continuance of an Event of Default, 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 undertake 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 , unless the Trust Administrator 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, Administrator which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are on their face 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, the Servicer or the Servicers Subservicer to the 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 on its face to the form required by this Agreement in a material manner the Trustee shall notify the Person providing such resolutions, certificates, statements, opinions, reports or other documents of the non-conformity, and if the instrument is not corrected to the Trustee’s satisfaction, the Trustee will provide notice thereof to the Certificateholders and any NIMS Insurer 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 and any NIMS Insurer. (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 liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the express provisions direction of Holders of Certificates as provided in Section 6.18 hereof; (ii) For all purposes under this Agreement, 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, and such notice references the Holders of the Certificates and this Agreement; (iii) For all purposes under this Agreement, the Trust Administrator shall not be liable except for deemed to have notice of any Event of Default (other than resulting from a failure by 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 Master Servicer to furnish information to the Trust Administrator and, in the absence when required to do so) unless a Responsible Officer of bad faith on the part of the Trustee and the Trust Administrator, the Trustee and the Trust Administrator may conclusively relyhas 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, as to and such notice references the truth Holders of the statements Certificates 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; (iiiv) The No provision of this Agreement shall require the Trustee or the Trust Administrator to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; 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 shall not be responsible for any act or omission of the Master Servicer, the Depositor, the Seller or the Custodian and neither the Trust Administrator nor the Trustee shall be responsible for any act or omission of the other. (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 Master Servicer upon receipt any such complaint, claim, demand, notice or other document (i) which is delivered to the Corporate Trust Office of the Trustee and makes reference to this series of Certificate or this Agreement, (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 holders any NIMS Insurer or the Certificateholders of any Class holding Certificates which evidence in the aggregate evidence, as to such Class, Percentage Interests aggregating not less than 25% of the Voting Interest represented by all Certificates relating as to the time, method and place of conducting any proceeding for any remedy available to the Trustee and or the Trust Administrator, Administrator or exercising any trust or power conferred upon the Trustee and or the Trust Administrator, as applicable, under this Agreement; and. (iiif) The Neither the Trustee and nor the Trust Administrator shall not be liable for any error of judgment made in good faith by any of their respective Responsible Officersrequired to perform services under this Agreement, 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 for the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that the 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, the Servicer or the Subservicer under this Agreement or the Servicing Agreement except during such time, if any, as the Trust Administrator 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 Collection Account resulting from any investment loss on any Eligible Investment included therein (except to the extent that the Trustee is the obligor and has defaulted thereon). (h) The Trustee shall not and, except as otherwise provided herein, the Trust Administrator shall not 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, and (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 Collection Account, the Trust Administration Account or the Collection Account, as applicable. Except as otherwise provided herein, neither the Trustee nor the Trust Administrator shall have any duty to confirm or verify the contents of any reports or certificates of the Master Servicer, the Servicer or the Subservicer 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 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 the Trustee and the Trust Administrator shall not be liable for any error of judgment made in good faith by any of their respective its Responsible Officers, unless it shall be proved that the Trustee or and the Trust Administrator or such Responsible Officer, as the case may be, Officer 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 Trust Administrator. The Trustee and References to the Trust AdministratorAdministrator in this Article VIII refer to Xxxxx Fargo Bank, N.A. in that capacity and not in its capacity as Master Servicer and such references do not affect the Master Servicer's obligations as Master Servicer hereunder. The Trustee, 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, 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 their exercise as a prudent investor person would exercise or use under the circumstances in the conduct of such investorperson's own affairs. The Trust Administrator undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. 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, 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 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 respective satisfaction, such dissatisfied party shall provide notice thereof to the accuracy or content of any certificate, statement, instrument, report, notice or other document furnished by Certificateholders and the Master Servicer or 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 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, in the absence of bad faith on the part of the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee that conform to the requirements of this Agreement; (ii) The duties and obligations of the Trust Administrator shall be determined solely by the express provisions of this Agreement, the Trust Administrator shall not be liable except for the performance of such duties and obligations as are 168 specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against 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 Administrator that conform to the requirements of this Agreement; (iiiii) 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, as applicable, unless it shall be proved that the Trustee or the Trust Administrator was negligent in ascertaining the pertinent facts; and (iv) 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 or the Trust Administrator, as applicable, or exercising any trust or power conferred upon the Trustee and the Trust Administratorit, under this Agreement; and (iii) The . Neither the Trustee and 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 it to perform, or, in the case of the Trust Administrator, 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 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 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 NIMS 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: (i1) Prior to the occurrence of an a Master Servicer Event of Default Termination, and after the curing of all such Master Servicer Events of Default 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; (ii2) 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 the pertinent facts; (3) 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 evidencing not less than 2551% 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, as applicable, or exercising or omitting to exercise any trust or power conferred upon the Trustee and the Trust AdministratorTrustee, under this Agreement; and (iii4) The Trustee and shall not be required to take notice or be deemed to have notice or knowledge of any default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Depositor, the Servicer or the Holders of Certificates evidencing not less than 51% of the Voting Rights. Neither the Trustee 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. The Depositor hereby directs the Trust Administrator to execute, deliver and perform its obligations under the Cap Contracts on the Closing Date and thereafter on behalf of the Holders of the Class A Certificates and the Mezzanine Certificates. The Depositor, the Master Servicer and the Holders of the Class A Certificates and the Mezzanine Certificates by their acceptance of such Certificates acknowledge and agree that the Trust Administrator shall execute, deliver and perform its obligations under the Cap Contracts and shall do so solely in its capacity as Trust Administrator of the Trust Fund and not in its individual capacity. The Depositor hereby directs the Trustee to execute, deliver and perform its obligations under the PMI Policy on the Closing Date and thereafter on behalf of the Holders of the Certificates.

Duties of Trustee and 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, 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. 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 the accuracy or content of any certificateTrust Administrator's satisfaction, statement, instrument, report, the Trust Administrator will provide notice or other document furnished by thereof to 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 165 and obligations 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 Trustee and shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) Neither the Trustee nor the Trust Administrator shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of holders the NIMS Insurer, the Guarantor 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 or the Trust Administrator, or exercising any trust or power conferred upon the Trustee and or 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 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, 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. 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 the accuracy or content of any certificateTrust Administrator's satisfaction, statement, instrument, report, the Trust Administrator will provide notice or other document furnished by thereof to 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, 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 Trustee and shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) Neither the Trustee nor the Trust Administrator shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of holders the NIMS Insurer, 164 the Certificate Insurer, the Guarantor 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 or the Trust Administrator, or exercising any trust or power conferred upon the Trustee and or 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 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 investor's person’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 Administratorit, 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 or requirements of this Agreement in a material manner, it shall take such action as it deems appropriate to have the Servicers pursuant instrument corrected, and if the instrument is not corrected to Articles IIIits satisfaction, IV and IXit will provide notice thereof to the Certificateholders. 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 any 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; (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 Administratorit, under this Agreement; and (iiiiv) The Neither the Trustee and nor the Trust Administrator shall not be liable for required to take notice or be deemed to have notice or knowledge of any error default unless a Responsible Officer 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 OfficerAdministrator, as the case may be, was negligent in ascertaining shall have received written notice thereof or a Responsible Officer shall have actual knowledge thereof. In the pertinent facts. None absence of the provisions contained in this Agreement shall require receipt of such notice or actual knowledge, the Trustee or Trust Administrator, as applicable, may conclusively assume there is no default. Neither the Trustee nor the Trust Administrator shall be 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, in each case not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee’s or the Trust Administrator’s, as the case may be, performance in accordance with the provisions of this Agreement, 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. With respect to the Trustee and the Trust Administrator, none of the provisions contained in this Agreement shall in any event require the Trustee or the Trust Administrator, as the case may be, to perform, or be responsible for the manner of performance of, any of the obligations of the Servicers under this Agreement, except during such time, if any, as the Trustee or the Trust Administrator, as applicable, shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicers in accordance with the terms of this Agreement.

Duties of Trustee and Trust Administrator. The Trustee and the Trust AdministratorTrustee, prior to the occurrence of an a Servicer Event of Default or Master Servicer Event of Default and after the curing of all Servicer Events of Default or Master Servicer Events 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 or Master Servicer Event of Default has occurred (which has not been cured)) of which a Responsible Officer has knowledge, 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 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 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 NIMS 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 Servicer Event of Default or Master Servicer Event of Default, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee 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 AdministratorTrustee, 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 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 the pertinent facts; (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 evidencing not less than 2551% 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, as applicable, or exercising or omitting to exercise any trust or power conferred upon the Trustee and the Trust AdministratorTrustee, under this Agreement; and (iiiiv) The Trustee and shall not be required to take notice or be deemed to have notice or knowledge of any default, Servicer Event of Default or Master Servicer Event of Default unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Depositor, the Servicer, the NIMS Insurer or the Holders of Certificates evidencing not less than 51% of the Voting Rights. Neither the Trustee 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 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 Events 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 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, 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 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. 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 the pertinent facts; (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 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 AdministratorTrustee, under this Agreement; and (iiiiv) The the Trustee shall not be charged with knowledge of any failure by the Servicer to comply with the obligations of the Servicer referred to in clauses (i) and (ii) of Section 7.01(a) or of the existence of any Servicer Event of Termination unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Depositor, the Servicer or the Majority Certificateholders. Neither the Trustee 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 Trust Administrator. The Trustee and the Trust Administrator, prior to the occurrence of an a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination 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 or 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, 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 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 NIMS 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: (i1) Prior to the occurrence of an a Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, 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; (ii2) 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 the pertinent facts; (3) 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 evidencing not less than 2551% 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, as applicable, or exercising or omitting to exercise any trust or power conferred upon the Trustee and the Trust AdministratorTrustee, under this Agreement; and (iii4) The Trustee and shall not be required to take notice or be deemed to have notice or knowledge of any default, Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Depositor, the Servicer or the Holders of Certificates evidencing not less than 51% of the Voting Rights. Neither the Trustee 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 Trust Administrator. The Trustee and the Trust Administrator, prior to the occurrence of an a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination 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 or 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, 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 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 NIMS 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 Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, 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 the pertinent facts; (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 evidencing not less than 2551% 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, as applicable, or exercising or omitting to exercise any trust or power conferred upon the Trustee and the Trust AdministratorTrustee, under this Agreement; and (iiiiv) The Trustee and shall not be required to take notice or be deemed to have notice or knowledge of any default, Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Depositor, the Servicers or the Holders of Certificates evidencing not less than 51% of the Voting Rights. Neither the Trustee 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 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, 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. 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 the accuracy or content of any certificateTrust Administrator's satisfaction, statement, instrument, report, the Trust Administrator will provide notice or other document furnished by thereof to 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, 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 Trustee and shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) Neither the Trustee nor the Trust Administrator shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of holders the NIMS Insurer, the Guarantor 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 or the Trust Administrator, or exercising any trust or power conferred upon the Trustee and or 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 Trust Administrator. The Trustee and the Trust Administrator, prior to the occurrence of an a Servicer Event of Default or Master Servicer Event of Default and after the curing of all Servicer Events of Default or Master Servicer Events 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 or Master Servicer Event of Default 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 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 NIMS 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 Servicer Event of Default or Master Servicer Event of Default, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee 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 the pertinent facts; (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 evidencing not less than 2551% 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, as applicable, or exercising or omitting to exercise any trust or power conferred upon the Trustee and the Trust AdministratorTrustee, under this Agreement; and (iiiiv) The Trustee and shall not be required to take notice or be deemed to have notice or knowledge of any default, Servicer Event of Default or Master Servicer Event of Default unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Depositor, the Servicer, the NIMS Insurer or the Holders of Certificates evidencing not less than 51% of the Voting Rights. Neither the Trustee 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 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 investor's person’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 Administratorit, 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 or requirements of this Agreement in a material manner, it shall take such action as it deems appropriate to have the Servicers pursuant instrument corrected, and if the instrument is not corrected to Articles IIIits satisfaction, IV and IXit will provide notice thereof to the Certificateholders. 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 any 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; (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 Administratorit, under this Agreement; and (iiiiv) The Neither the Trustee and nor the Trust Administrator shall not be liable for required to take notice or be deemed to have notice or knowledge of any error default unless a Responsible Officer 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 OfficerAdministrator, as the case may be, was negligent in ascertaining shall have received written notice thereof or a Responsible Officer shall have actual knowledge thereof. In the pertinent facts. None absence of the provisions contained in this Agreement shall require receipt of such notice or actual knowledge, the Trustee or Trust Administrator, as applicable, may conclusively assume there is no default. Neither the Trustee nor the Trust Administrator shall be 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, in each case not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee’s or the Trust Administrator’s, as the case may be, performance in accordance with the provisions of this Agreement, 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. With respect to the Trustee and the Trust Administrator, none of the provisions contained in this Agreement shall in any event require the Trustee or the Trust Administrator, as the case may be, to perform, or be responsible for the manner of performance of, any of the obligations of the Servicers under this Agreement, except during such time, if any, as the Trustee or the Trust Administrator, as applicable, shall be the successor to, and be vested with the rights, duties, powers and privileges of, any Servicer in accordance with the terms of this Agreement.

Duties of Trustee and Trust Administrator. The Trustee and the Trust AdministratorTrustee, prior to the occurrence of an a Servicer Event of Default or Master Servicer Event of Default and after the curing of all Servicer Events of Default or Master Servicer Events 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 The Trust Administrator undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Event of Default or Master Servicer Event of Default has occurred (which has not been cured)) of which a Responsible Officer has knowledge, 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 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 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 NIMS 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 Servicer Event of Default or Master Servicer Event of Default, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee and the Trust Administrator shall be determined solely by the express provisions of this Agreement, the Trustee 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, in the absence of bad faith on the part of the Trustee, the Trustee, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee, and conforming to the requirements of this Agreement. 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 andAdministrator, in the absence of bad faith on the part of the Trustee and Trust Administrator, 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 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 of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent in ascertaining the pertinent facts; (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 evidencing not less than 2551% 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, as applicable, or exercising or omitting to exercise any trust or power conferred upon the Trustee and the Trust AdministratorTrustee, under this Agreement; and (iiiiv) The Trustee and shall not be required to take notice or be deemed to have notice or knowledge of any default, Servicer Event of Default or Master Servicer Event of Default unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Depositor, the Servicer or the Holders of Certificates evidencing not less than 51% of the Voting Rights. Neither the Trustee 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 Trust Administrator. The Trustee and the Trust Administrator, prior to the occurrence of an a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination 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 or 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, 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 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 NIMS 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 Servicer Event of Default or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, 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 the pertinent facts; (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 evidencing not less than 2551% 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, as applicable, or exercising or omitting to exercise any trust or power conferred upon the Trustee and the Trust AdministratorTrustee, under this Agreement; and (iiiiv) The Trustee and shall not be required to take notice or be deemed to have notice or knowledge of any default, Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Depositor, the Servicer, the NIMS Insurer or the Holders of Certificates evidencing not less than 51% of the Voting Rights. Neither the Trustee 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 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 Administratorit, 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 instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders 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 IXCertificate 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 (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 Certificate Insurer or 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 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 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 108 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. 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 Master Servicer Event of Default Termination, and after the curing of all such Master Servicer Events of Default 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 the pertinent facts; (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 evidencing not less than 2551% 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, as applicable, or exercising or omitting to exercise any trust or power conferred upon the Trustee and the Trust AdministratorTrustee, under this Agreement; and (iiiiv) The Trustee and shall not be required to take notice or be deemed to have notice or knowledge of any default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Depositor, the Servicer or the Holders of Certificates evidencing not less than 51% of the Voting Rights. Neither the Trustee 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 109 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 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, 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. 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 the accuracy or content of any certificateTrust Administrator's satisfaction, statement, instrument, report, the Trust Administrator will provide notice or other document furnished by thereof to 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 neither the Trust Administrator nor the Trustee 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 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; 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, 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 Trust Administrator. The Trustee and the Trust Administrator, prior to the occurrence of an a Servicer Event of Default or Master Servicer Event of Default and after the curing of all Servicer Events of Default or Master Servicer Events 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 or Master Servicer Event of Default 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 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 NIMS 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 Servicer Event of Default or Master Servicer Event of Default, and after the curing of all such Servicer Events of Default or Master Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee 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 the pertinent facts; (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 evidencing not less than 2551% 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, as applicable, or exercising or omitting to exercise any trust or power conferred upon the Trustee and the Trust AdministratorTrustee, under this Agreement; and (iiiiv) The Trustee and shall not be required to take notice or be deemed to have notice or knowledge of any default, Servicer Event of Default or Master Servicer Event of Default unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Depositor, the Servicer or the Holders of Certificates evidencing not less than 51% of the Voting Rights. Neither the Trustee 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 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 Administratorit, 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 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 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 NIMS 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 Termination, and after the curing of all such Master Servicer Events of Default 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 the pertinent facts; (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 evidencing not less than 2551% 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, as applicable, or exercising or omitting to exercise any trust or power conferred upon the Trustee and the Trust AdministratorTrustee, under this Agreement; and (iiiiv) The Trustee and shall not be required to take notice or be deemed to have notice or knowledge of any default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Depositor, the Servicer or the Holders of Certificates evidencing not less than 51% of the Voting Rights. Neither the Trustee 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. The Depositor hereby directs the Trust Administrator to execute, deliver and perform its obligations under the Cap Contracts on the Closing Date and thereafter on behalf of the Holders of the Group II Certificates and the Mezzanine Certificates. The Depositor, the Master Servicer and the Holders of the Group II Certificates and the Mezzanine Certificates by their acceptance of such Certificates acknowledge and agree that the Trust Administrator shall execute, deliver and perform its obligations under the Cap Contracts and shall do so solely in its capacity as Trust Administrator of the Trust Fund and not in its individual capacity.

Duties of Trustee and 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 Administratorit, 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 instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders 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 IXCertificate 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 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 or the Certificate Insurer 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 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 193 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, 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. 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 the accuracy or content of any certificateTrust Administrator's satisfaction, statement, instrument, report, the Trust Administrator will provide notice or other document furnished by thereof to 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, 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 Trustee and shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) Neither the Trustee nor the Trust Administrator shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of holders the NIMS Insurer, the Guarantor 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 or the Trust Administrator, or exercising any trust or power conferred upon the Trustee and or 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.