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

Duties of Trustee, Trust Administrator and Others. The Trustee, prior to the occurrence of a Master Servicer Event of Default and after the curing of all Master Servicer Events of Default which may have occurred, and each of the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, at all times, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During a Master Servicer Event of Default, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent enumerated in this Agreement shall not be construed as a duty. Each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement; provided, however, that none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent will be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, it shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that: (i) With respect to the Trustee, prior to the occurrence of a Master Servicer Event of Default, and after the curing of all such Master Servicer Events of Default which may have occurred, and with respect to the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, at all times, the duties and obligations of each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, shall be determined solely by the express provisions of this Agreement, none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall 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, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent and, in the absence of bad faith on the part of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, 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, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as the case may be, that conform to the requirements of this Agreement; (ii) None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall 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) None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Certificates entitled to at least 25% of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the it or exercising any trust or power conferred upon it, under this Agreement; and (iv) The Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default unless a Responsible Officer of the Trustee shall have received written notice thereof or a Responsible Officer shall have actual knowledge thereof. In the absence of receipt of such notice or actual knowledge, the Trustee may conclusively assume there is no default. None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, in each case not including expenses, disbursements and advances incurred or made by the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee’s, the Trust Administrator’s the Paying Agent’s, the Certificate Registrar’s or the Authenticating Agent’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, 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, Trust Administrator and Others. The Trustee, prior to the occurrence of a Master Servicer Event of Default and after the curing of all Master Servicer Events of Default which may have occurred, and each of the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, at all times, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During a Master Servicer Event of Default, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent enumerated in this Agreement shall not be construed as a duty. Each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement; provided, however, that none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent will be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, it shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that: (i) With respect to the Trustee, prior to the occurrence of a Master Servicer Event of Default, and after the curing of all such Master Servicer Events of Default which may have occurred, and with respect to the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, at all times, the duties and obligations of each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, shall be determined solely by the express provisions of this Agreement, none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall 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, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent and, in the absence of bad faith on the part of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, 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, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as the case may be, that conform to the requirements of this Agreement; (ii) None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall 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) None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Certificates entitled to at least 25% of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the it or exercising any trust or power conferred upon it, under this Agreement; and (iv) The Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default unless a Responsible Officer of the Trustee shall have received written notice thereof or a Responsible Officer shall have actual knowledge thereof. In the absence of receipt of such notice or actual knowledge, the Trustee may conclusively assume there is no default. None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, in each case not including expenses, disbursements and advances incurred or made by the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee’s's, the Trust Administrator’s 's the Paying Agent’s's, the Certificate Registrar’s 's or the Authenticating Agent’s'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, 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, Trust Administrator and Others. The Trustee, prior to the occurrence of a Master Servicer Event of Default and after the curing of all Master Servicer Events of Default which may have occurred, and each of the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, at all times, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During a Master Servicer Event of Default, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent enumerated in this Agreement shall not be construed as a duty. Each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement; provided, however, that none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent will be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, it shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent from 121 liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that: (i) With respect to the Trustee, prior to the occurrence of a Master Servicer Event of Default, and after the curing of all such Master Servicer Events of Default which may have occurred, and with respect to the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, at all times, the duties and obligations of each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, shall be determined solely by the express provisions of this Agreement, none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall 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, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent and, in the absence of bad faith on the part of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, 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, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as the case may be, that conform to the requirements of this Agreement; (ii) None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall 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) None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Certificates entitled to at least 25% of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the it or exercising any trust or power conferred upon it, under this Agreement; and (iv) The Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default unless a Responsible Officer of the Trustee shall have received written notice thereof or a Responsible Officer shall have actual knowledge thereof. In the absence of receipt of such notice or actual knowledge, the Trustee may conclusively assume there is no default. None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be required to expend or risk its own funds or 122 otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, in each case not including expenses, disbursements and advances incurred or made by the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee’s's, the Trust Administrator’s 's the Paying Agent’s's, the Certificate Registrar’s 's or the Authenticating Agent’s'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, 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, Trust Administrator and Others. The Trustee, prior to the occurrence of a Master Servicer Event of Default and after the curing of all Master Servicer Events of Default which may have occurred, and each of the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, at all times, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During a Master Servicer Event of Default, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent enumerated in this Agreement shall not be construed as a duty. Each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement; provided, however, that none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent will be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, it shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent from 121 liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that: (i) With respect to the Trustee, prior to the occurrence of a Master Servicer Event of Default, and after the curing of all such Master Servicer Events of Default which may have occurred, and with respect to the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, at all times, the duties and obligations of each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, shall be determined solely by the express provisions of this Agreement, none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall 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, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent and, in the absence of bad faith on the part of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, 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, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as the case may be, that conform to the requirements of this Agreement; (ii) None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall 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) None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Certificates entitled to at least 25% of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the it or exercising any trust or power conferred upon it, under this Agreement; and (iv) The Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default unless a Responsible Officer of the Trustee shall have received written notice thereof or a Responsible Officer shall have actual knowledge thereof. In the absence of receipt of such notice or actual knowledge, the Trustee may conclusively assume there is no default. None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, in each case not including expenses, disbursements and advances incurred or made by the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee’s's, the Trust Administrator’s 's the Paying Agent’s's, the Certificate Registrar’s 's or the Authenticating Agent’s'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, 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.