Common use of Duties of Trustee(a) Clause in Contracts

Duties of Trustee(a). (a) The Trustee, prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge 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. If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and has not been cured or waived, 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Servicer or the Unaffiliated Seller hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Trustee will, at the expense of the Servicer notify the Depositor of such instrument in the event the Trustee, after so requesting, does not receive a satisfactorily corrected instrument. (c) No provision of this Agreement shall be construed to relieve the Trustee 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 of which a Responsible Officer of the Trustee shall have actual knowledge, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee 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; (ii) the Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee 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 this Agreement or at the direction of the Controlling Party or with the consent of the Controlling Party, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement; (iv) the Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default or Event of Default (except an Event of Default with respect to the nonpayment of any amount described in Section 7.01(a)), unless a Responsible Officer of the Trustee shall have received written notice thereof. In the absence of receipt of such notice, the Trustee may conclusively assume that there is no default or Event of Default; (v) the Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or powers if there is reasonable ground for believing that the 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 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 Servicer in accordance with the terms of this Agreement; and (vi) subject to the other provisions of this Agreement (and except in its capacity as successor Servicer) and without limiting the generality of this Section, the Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Fund, the Certificateholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Trustee pursuant to this Agreement believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties.

Duties of Trustee(a). (a) The Trustee, prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge 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. If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and has not been cured or waivedis continuing, and is actually known to a responsible officer of the Trustee, the Trustee shall exercise such of the rights and powers vested in it by this AgreementIndenture, and use the same degree of care and skill in its exercise their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's ’s own affairs. (b) The Trustee, upon receipt Except during the continuance of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision an Event of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Servicer or the Unaffiliated Seller hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Trustee will, at the expense of the Servicer notify the Depositor of such instrument in the event the Trustee, after so requesting, does not receive a satisfactorily corrected instrument. (c) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, thatDefault: (i) prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable except for the performance of undertakes to perform such duties and obligations only such duties as are specifically expressly set forth in this Agreement, Indenture and no implied covenants or obligations shall be read into this Agreement Indenture against the Trustee Trustee; and, (ii) in the absence of bad faith on the part of the Trusteeits part, 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 AgreementIndenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; (ii) the Trustee shall not be personally liable for an any error of judgment made in good faith by a Responsible Trust Officer or other officers of the Trustee, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (iii) the Trustee shall not be personally liable with respect to any action taken, suffered it takes or omitted omits to be taken by it take in good faith in accordance with a direction received by it pursuant to Section 6.06. (d) Every provision of this Agreement or at the direction of the Controlling Party or with the consent of the Controlling Party, relating Indenture that in any way relates to the time, method Trustee is subject to this Section 7.01 and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement;Section 7.02. (ive) the The Trustee shall not be required to take notice or be deemed to have notice or knowledge of liable for interest on any default or Event of Default (money received by it except an Event of Default with respect to the nonpayment of any amount described in Section 7.01(a)), unless a Responsible Officer of the Trustee shall have received written notice thereof. In the absence of receipt of such notice, as the Trustee may conclusively assume that there is no default or Event of Default;agree in writing with the Company. (vf) Money held in trust by the Trustee shall need not be segregated from other funds except to the extent required by law. (g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability for in the performance of any of its duties hereunder or in the exercise of any of its rights or powers powers, if there is it shall have reasonable ground for believing grounds to believe that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it and none it. (h) Every provision of this Indenture relating to the provisions contained in this Agreement shall in any event require conduct or affecting the Trustee liability of or affording protection 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 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; and (vi) subject to the other provisions of this Agreement (and except in its capacity as successor Servicer) and without limiting Section. To secure the generality of this SectionCompany’s payment obligations, the Trustee shall have no duty (A) a Lien prior to see the Notes on all money or property held or collected by the Trustee, other than money or property held in trust to any recording, filing, or depositing pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Fund, the Certificateholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Trustee pursuant to this Agreement believed by the Trustee to be genuine and to have been signed or presented by the proper party or partiesIndenture.

Duties of Trustee(a). (a) The TrusteeIf an Event of Default has occurred and is continuing, prior the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the occurrence Trustee indemnity or security reasonably satisfactory to it against loss, liability or expense that might be incurred in compliance with such request or direction. (b) Except during the continuance of an Event of Default of which a Responsible Officer of Default: (i) the Trustee shall have actual knowledge 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. If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred Indenture and has not been cured or waived, 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Servicer or the Unaffiliated Seller hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Trustee will, at the expense of the Servicer notify the Depositor of such instrument in the event the Trustee, after so requesting, does not receive a satisfactorily corrected instrument. (c) No provision of this Agreement shall be construed to relieve the Trustee 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 of which a Responsible Officer of the Trustee shall have actual knowledge, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee 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 Indenture against the Trustee Trustee; and, (ii) in the absence of bad faith on the part of the Trusteeits part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates certificates, opinions or opinions orders furnished to the Trustee and conforming to the requirements of this AgreementIndenture. However, in the case of any such certificates, opinions or orders which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01; (ii) the Trustee shall not be personally liable for an any error of judgment made in good faith by a Responsible Trust Officer or other officers of the Trustee, Trustee unless it shall be is proved that the Trustee was negligent in ascertaining the pertinent facts;; and (iii) the Trustee shall not be personally liable with respect to any action taken, suffered it takes or omitted omits to be taken by it take in good faith in accordance with a direction received by it pursuant to Section 5.05. (d) Every provision of this Agreement or at the direction of the Controlling Party or with the consent of the Controlling Party, relating Indenture that in any way relates to the timeTrustee is subject to paragraphs (a), method (b) and place (c) of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement;Section 6.01. (ive) the The Trustee shall not be required to take notice or be deemed to have notice or knowledge of liable for interest on any default or Event of Default (money received by it except an Event of Default with respect to the nonpayment of any amount described in Section 7.01(a)), unless a Responsible Officer of the Trustee shall have received written notice thereof. In the absence of receipt of such notice, as the Trustee may conclusively assume that there is no default or Event of Default;agree in writing with the Company. (vf) Money held in trust by the Trustee shall need not be segregated from other funds except to the extent required by law. (g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability for 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 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 powers, unless the Trustee shall have received adequate security or indemnity in its opinion against potential costs and liabilities incurred by it relating thereto. (h) Every provision of this Indenture relating to perform, the conduct or be responsible for affecting the manner liability of performance of, any of the obligations of the Servicer under this Agreement except during such time, if any, as or affording protection to the Trustee 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; and (vi) subject to the other provisions of this Agreement (Section 6.01 and except in its capacity as successor Servicer) and without limiting the generality of this Section, the Trustee shall have no 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 provisions of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, the TIA. (Bi) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied againstUnless otherwise specifically provided in this Indenture, any part demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Trust, the Trust Fund, the Certificateholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Trustee pursuant to this Agreement believed by the Trustee to be genuine and to have been signed or presented by the proper party or partiesCompany.

Duties of Trustee(a). (a) The Trustee, prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge 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. If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and has not been cured or waivedis continuing, the Trustee shall will exercise such of the rights and powers vested in it by this AgreementSenior Subordinated Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to Except during the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Servicer or the Unaffiliated Seller hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Trustee will, at the expense of the Servicer notify the Depositor of such instrument in the event the Trustee, after so requesting, does not receive a satisfactorily corrected instrument. (c) No provision of this Agreement shall be construed to relieve the Trustee 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 continuance of an Event of Default of which a Responsible Officer Default: (1) the duties of the Trustee shall have actual knowledge, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee shall will be determined solely by the express provisions of this Agreement, Senior Subordinated Indenture and the Trustee shall not be liable except for the performance of such need perform only those duties and obligations as that are specifically set forth in this AgreementSenior Subordinated Indenture and no others, and no implied covenants or obligations shall be read into this Agreement Senior Subordinated Indenture against the Trustee Trustee; and, (2) in the absence of bad faith on the part of the Trusteeits part, 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 AgreementSenior Subordinated Indenture. However, with respect to certificates or opinions specifically required by any provision hereof to be furnished to it, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Senior Subordinated Indenture. (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01; (ii2) the Trustee shall will not be personally liable for an any error of judgment made in good faith by a Responsible Officer or other officers of the TrusteeOfficer, unless it shall be is proved that the Trustee was negligent in ascertaining the pertinent facts;; and (iii3) the Trustee shall will not be personally liable with respect to any action taken, suffered it takes or omitted omits to be taken by it take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (d) Whether or not therein expressly so provided, every provision of this Agreement or at the direction of the Controlling Party or with the consent of the Controlling Party, relating Senior Subordinated Indenture that in any way relates to the timeTrustee is subject to paragraphs (a), method (b), and place (c) of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement;Section 7.01. (ive) No provision of this Senior Subordinated Indenture will require the Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default or Event of Default (except an Event of Default with respect to the nonpayment of any amount described in Section 7.01(a)), unless a Responsible Officer of the Trustee shall have received written notice thereof. In the absence of receipt of such notice, the Trustee may conclusively assume that there is no default or Event of Default; (v) the Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability any liability. (f) The Trustee will not be liable for the performance of interest on any of its duties hereunder or 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 money received by 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 Servicer under this Agreement except during such time, if any, as the Trustee shall be the successor to, and be vested may agree in writing with the rights, duties, powers and privileges of, the Servicer Issuers. Money held in accordance with the terms of this Agreement; and (vi) subject to the other provisions of this Agreement (and except in its capacity as successor Servicer) and without limiting the generality of this Section, the Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Fund, the Certificateholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Trustee pursuant to this Agreement believed trust by the Trustee need not be segregated from other funds except to be genuine and to have been signed or presented the extent required by the proper party or partieslaw.

Duties of Trustee(a). (a) The Trustee, prior to the occurrence of In case an Event of Default of which a Responsible Officer of the Trustee has, or is deemed to have, notice hereunder shall have actual knowledge 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. If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and has not been cured or waivedbe continuing, the Trustee shall exercise such of the rights and powers vested in it by this AgreementIndenture, and use the same degree of care and skill in its exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such person's Person’s own affairs. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to Except during the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Servicer or the Unaffiliated Seller hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Trustee will, at the expense of the Servicer notify the Depositor of such instrument in the event the Trustee, after so requesting, does not receive a satisfactorily corrected instrument. (c) No provision of this Agreement shall be construed to relieve the Trustee 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 continuance of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge, and after the curing of all such Events of Default which may have occurred, Default, (1) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, Indenture and the Trustee shall not be liable except for the performance of such need perform only those duties and obligations as that are specifically set forth in this AgreementIndenture and no others, and no implied covenants or obligations shall be read into this Agreement Indenture against the Trustee Trustee; and, (2) in the absence of bad faith or negligence on the part of the Trusteeits part, 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 AgreementIndenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein or otherwise verify the contents thereof). (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) this paragraph does not limit the effect of paragraph (a) of this Section 7.01; (ii2) the Trustee shall not be personally liable for an any error of judgment made in good faith by a Responsible Officer or other officers of the TrusteeOfficer, unless it shall be is proved that the Trustee was negligent in ascertaining the pertinent facts; (iii3) the Trustee shall not be personally liable with respect to any action taken, suffered it takes or omitted omits to be taken by it take in good faith in accordance with this Agreement or at the a direction of the Controlling Party or with the consent of the Controlling Party, relating received by it pursuant to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement;Section 6.05 hereof; and (iv4) no provision of this Indenture shall require the Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default or Event of Default (except an Event of Default with respect to the nonpayment of any amount described in Section 7.01(a)), unless a Responsible Officer of the Trustee shall have received written notice thereof. In the absence of receipt of such notice, the Trustee may conclusively assume that there is no default or Event of Default; (v) the Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance any liability. (d) Whether or not therein expressly so provided, every provision of any of its duties hereunder or the exercise of any of its rights or powers if there is reasonable ground for believing this Indenture 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 way relates to the Trustee is subject to perform, or be responsible paragraphs of this Section 7.01 (except this paragraph (d)). (e) Except for the manner of performance of, any of the obligations of the Servicer under this Agreement except during such time, if any, as information provided by the Trustee shall be concerning the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Agreement; and (vi) subject to the other provisions of this Agreement (and except in its capacity as successor Servicer) and without limiting the generality of this SectionTrustee, the Trustee shall have no duty (A) to see to responsibility for any recording, filing, information in any prospectus 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 other disclosure material distributed with respect to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust, the Trust Fund, the Certificateholders or the Mortgage Loans, (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Trustee pursuant to this Agreement believed by the Trustee to be genuine and to have been signed or presented by the proper party or partiesNotes.

Duties of Trustee(a). (a) The Trustee, prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge 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. If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and has not been cured or waivedis continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, Indenture and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's ’s own affairs. (b) The Trustee, upon receipt Except during the continuance of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision an Event of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Servicer or the Unaffiliated Seller hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Trustee will, at the expense of the Servicer notify the Depositor of such instrument in the event the Trustee, after so requesting, does not receive a satisfactorily corrected instrument. (c) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, thatDefault: (i) prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable except for the performance of undertakes to perform such duties and obligations only such duties as are specifically set forth in this Agreement, Indenture and no implied covenants or obligations shall be read into this Agreement Indenture against the Trustee Trustee; and, (ii) in the absence of bad faith on the part of the Trusteeits part, 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 AgreementIndenture. However, in the case of any such certificates or opinions which by any provision of this Indenture are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; (ii) the Trustee shall not be personally liable for an any error of judgment made in good faith by a Responsible Trust Officer or other officers of the Trustee, unless it shall be is proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be personally liable with respect to any action taken, suffered it takes or omitted omits to be taken by it take in good faith in accordance with this Agreement or at the a direction of the Controlling Party or with the consent of the Controlling Party, relating received by it pursuant to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement;Section 6.06; and (iv) no provision of this Indenture shall require the Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default or Event of Default (except an Event of Default with respect to the nonpayment of any amount described in Section 7.01(a)), unless a Responsible Officer of the Trustee shall have received written notice thereof. In the absence of receipt of such notice, the Trustee may conclusively assume that there is no default or Event of Default; (v) the Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability for in the performance of any of its duties hereunder or in the exercise of any of its rights or powers powers, if there is it shall have reasonable ground for believing grounds to believe that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it and none it. (d) The Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-registrar with respect to the Notes. (e) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred. (f) The Trustee shall not be deemed to have knowledge or notice of any Default or Event of Default hereunder unless a Responsible Officer of the provisions contained Trustee shall have received at the Corporate Trust Office written notice of such default or Event of Default from the Company or the holders of at least 10% in aggregate principal amount of the Notes and such notice refers to such default or Event of Default, the Notes and the Indenture. (g) Every provision of this Agreement shall Indenture that in any event require way relates to the Trustee is subject to performparagraphs (a), (b), (c), (d), (e) and (f) of this Section. (h) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. (i) Subject to the provisions of Section 12.03, all monies received by the Trustee shall, until used or applied as herein provided, be responsible held in trust for the manner purposes for which they were received. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as may be agreed in writing from time to time by the Company and the Trustee. (j) Every provision of performance of, any this Indenture relating to the conduct or affecting the liability of the obligations of the Servicer under this Agreement except during such time, if any, as or affording protection to the Trustee 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; and (vi) subject to the other provisions of this Agreement (Section and except to the provisions of the Trust Indenture Act. Except as otherwise provided in its capacity as successor Servicer) and without limiting this Section 7.01, whenever in the generality administration of the provisions of this Section, Indenture the Trustee shall have no duty deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (Aunless other evidence in respect thereof be herein specifically prescribed) to see to any recordingmay, filing, in the absence of bad faith 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 wilful misconduct on the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the TrustTrustee, the Trust Fund, the Certificateholders or the Mortgage Loans, (D) be deemed to confirm or verify the contents of any reports or certificates of the Servicer be conclusively proved and established by an Officers’ Certificate delivered to the Trustee pursuant to this Agreement believed by the Trustee to be genuine and to have been signed or presented by the proper party or partiesTrustee.