Common use of Fiscal Agent Appointed; Concerning the Fiscal Agent Clause in Contracts

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunder. (b) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act or its own willful misfeasance or for a breach of a representation or warranty contained herein; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this Agreement, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the Seller, the Master Servicer, the Special Servicer or the Trustee and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause (ii) of Section 8.01(c) shall apply to the Fiscal Agent.

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. by Sections 3.24 and 4.06. (b) The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunderin Sections 3.24 and 4.06. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act or its own willful misfeasance or for a breach of a representation or warranty contained herein; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this AgreementSections 3.24 and 4.06, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the SellerDepositor, the Master Servicer, the Special Servicer or the Trustee and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause (ii) of Section 8.01(c) shall apply to the Fiscal Agent. (d) Except as otherwise provided in Section 8.11(c), the Fiscal Agent also shall have the benefit of provisions of clauses (i), (ii), (iii) (other than the proviso thereto), (iv), (v) (other than the proviso thereto) and (vi) of Section 8.02(a).

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. by Sections 3.22, 4.6 and 7.2. (b) The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunderin Sections 3.22, 4.6 and 7.2. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act act, bad faith or its own willful misfeasance or for a breach of a representation or warranty contained hereinmisfeasance; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this AgreementSections 3.22, 4.6 and 7.2, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the SellerDepositor, the Master Servicer, the Special Servicer or the Trustee and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause (ii) of Section 8.01(c8.1(c) shall apply to the Fiscal Agent. (d) Except as otherwise provided in Section 8.1(c), the Fiscal Agent also shall have the benefit of provisions of clauses (i), (ii), (iii) (other than the proviso thereto), (iv), (v) (other than the proviso thereto) and (vi) of Section 8.2(a). 148

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. by Sections 3.24 and 4.6. (b) The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunderin Sections 3.24 and 4.6. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act act, bad faith or its own willful misfeasance or for a breach of a representation or warranty contained hereinmisfeasance; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this AgreementSections 3.24 and 4.6, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the Seller, the Master Servicer, the Special Servicer or the Trustee any Person and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause clauses (ii), (iv) and the last paragraph of Section 8.01(c8.1(c) shall apply to the Fiscal Agent. (d) Except as otherwise provided in Section 8.1(c), the Fiscal Agent also shall have the benefit of provisions of clauses (i), (ii), (iii) (other than the proviso thereto), (iv), (v) (other than the proviso thereto) and (vi) of Section 8.2(a).

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. by Sections 3.22 and 4.6. (b) The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunderin Sections 3.22 and 4.6. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act act, bad faith or its own willful misfeasance or for a breach of a representation or warranty contained hereinmisfeasance; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this AgreementSections 3.22 and 4.6, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the Seller, the Master Servicer, the Special Servicer or the Trustee any Person and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause clauses (ii) and (iv) of Section 8.01(c8.1(c) shall apply to the Fiscal Agent. (d) Except as otherwise provided in Section 8.1(c), the Fiscal Agent also shall have the benefit of provisions of clauses (i), (ii), (iii) (other than the proviso thereto), (iv), (v) (other than the proviso thereto) and (vi) of Section 8.2(a).

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank Bank, N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. The Fiscal Agent undertakes shall at all times maintain a long-term unsecured debt rating of no less than "AA-" from S&P and "AA-" from Fitch (and if the Fiscal Agent is rated "AA-" by Fitch, a short-term rating of at least "F-1+" in the case of Fitch) (or, in the case of either Rating Agency, such other rating as each such Rating Agency shall permit so long as it is accompanied by a statement in writing that any of the then-current ratings assigned by such Rating Agency to perform the respective Classes of the Certificates would not be downgraded, qualified (if applicable) or withdrawn as a result of such duties and only such duties as are specifically set forth hereunderrating). (b) The Fiscal Agent undertakes to make Advances as specifically set forth hereunder and the Fiscal Agent shall not be liable except for the making of Advances. (c) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act act, bad faith or its own willful misfeasance or for a breach of a representation or warranty contained hereinmisfeasance; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this Agreementhereunder, and the Fiscal Agent shall not be liable except for the performance of such duties and obligations, (ii) no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the SellerPrimary Servicer, the Master Servicer, the Special Servicer or the Trustee Depositor and which on their face do not contradict the requirements of this Agreement, and (iiiii) the provisions of clause clauses (ii) and (iii) of Section 8.01(c) shall apply to the Fiscal Agent.

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. by Sections 3.24 and 4.06. (b) The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunderin Sections 3.24 and 4.06. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act or its own willful misfeasance or for a breach of a representation or warranty contained herein; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this AgreementSections 3.24 and 4.06, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the SellerDepositor, the Master Servicer, the Special Servicer or the Trustee and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause (ii) of Section 8.01(c) shall apply to the Fiscal Agent.

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. ______________________ as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. by Sections 3.24 and 4.06. (b) The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunderin Sections 3.24 and 4.06. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act or its own willful misfeasance or for a breach of a representation or warranty contained hereinmisfeasance; providedPROVIDED, howeverHOWEVER, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this AgreementSections 3.24 and 4.06, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the SellerDepositor, the Master Servicer, the Special Servicer or the Trustee and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause (ii) of Section 8.01(c) shall apply to the Fiscal Agent. (d) Except as otherwise provided in Section 8.11(c), the Fiscal Agent also shall have the benefit of provisions of clauses (i), (ii), (iii) (other than the proviso thereto), (iv), (v) (other than the proviso thereto) and (vi) of Section 8.02(a).

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunderby Sections 3.22 and 4.5. 158 (b) The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunderin Sections 3.22 and 4.5. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act act, bad faith or its own willful misfeasance or for a breach of a representation or warranty contained hereinmisfeasance; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this AgreementSections 3.22 and 4.5, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the Seller, the Master Servicer, the Special Servicer or the Trustee any Person and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause clauses (ii) and (iv) of Section 8.01(c8.1(c) shall apply to the Fiscal Agent. (d) Except as otherwise provided in Section 8.1(c), the Fiscal Agent also shall have the benefit of provisions of clauses (i), (ii), (iii) (other than the proviso thereto), (iv), (v) (other than the proviso thereto) and (vi) of Section 8.2(a).

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. . (b) The Fiscal Agent undertakes to perform such duties and only such duties make Advances as are specifically set forth hereunderhereunder and the Fiscal Agent shall not be liable except for the making of Advances. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act act, bad faith or its own willful misfeasance or for a breach of a representation or warranty contained hereinmisfeasance; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this Agreementhereunder, and the Fiscal Agent shall not be liable except for the performance of such duties and obligations, (ii) no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the SellerPrimary Servicer, the Master Servicer, the Special Servicer or the Trustee Depositor and which on their face do not contradict the requirements of this Agreement, and (iiiii) the provisions of clause clauses (ii) and (iii) of Section 8.01(c) shall apply to the Fiscal Agent.

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. by Sections 3.22 and 4.5. (b) The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunderin Sections 3.22 and 4.5. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act act, bad faith or its own willful misfeasance or for a breach of a representation or warranty contained hereinmisfeasance; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this AgreementSections 3.22 and 4.5, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the Seller, the Master Servicer, the Special Servicer or the Trustee any Person and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause clauses (ii) and (iv) of Section 8.01(c8.1(c) shall apply to the Fiscal Agent. (d) Except as otherwise provided in Section 8.1(c), the Fiscal Agent also shall have the benefit of provisions of clauses (i), (ii), (iii) (other than the proviso thereto), (iv), (v) (other than the proviso thereto) and (vi) of Section 8.2(a).

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. by Sections 3.22 and 4.5. (b) The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunderin Sections 3.22 and 4.5. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act act, bad faith or its own willful misfeasance or for a breach of a representation or warranty contained hereinmisfeasance; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this AgreementSections 3.22 and 4.5, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the Seller, the Master Servicer, the Special Servicer or the Trustee any Person and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause clauses (ii) and (iv) of Section 8.01(c8.1(c) shall apply to the Fiscal Agent. (d) Except as otherwise provided in Section 8.1(c), the Fiscal Agent also shall have the benefit of provisions of clauses (i), (ii), (iii) (other than the proviso thereto), (iv), (v) (other than the proviso thereto) and (vi) of Section 8.2(a). 155

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. by Section 3.25(c) of this Agreement. (b) The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunderin Section 3.25(c) of this Agreement. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act negligence, bad faith or its own willful misfeasance or for a breach of a representation or warranty contained hereinmisfeasance; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of Section 3.25(c) of this Agreement, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the Seller, the Master Servicer, the Special Depositor or any Servicer or the Trustee and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause clauses (iib) and (c) of Section 8.01(c) 8.01 shall apply to the Fiscal Agent. (d) The Fiscal Agent also shall have the benefit of provisions of clauses (i), (ii), (iii) (other than the proviso thereto), (iv), (v) (other than the proviso thereto) and (vi), (vii) and (ix) of Section 8.02(a) of this Agreement. 152 ARTICLE NINE

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. by Sections 3.24 and 4.06. (b) The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunderin Sections 3.24 and 4.06. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act or its own willful misfeasance or for a breach of a representation or warranty contained herein; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this AgreementSections 3.24 and 4.06, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the SellerDepositor, the Master Servicer, the Special Servicer or the Trustee and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause (ii) of Section 8.01(c) shall apply to the Fiscal Agent. (d) Except as otherwise provided in Section 8.11(c), the Fiscal Agent also shall have the benefit of provisions of clauses (i), (ii), (iii) (other than the proviso thereto), (iv), (v) (other than the proviso thereto) and (vi) of Section 8.02(a). 192

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. ________________________ as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. by Sections 3.24 and 4.06. (b) The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunderin Sections 3.24 and 4.06. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act or its own willful misfeasance or for a breach of a representation or warranty contained hereinmisfeasance; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this AgreementSections 3.24 and 4.06, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the SellerDepositor, the Master Servicer, the Special Servicer or the Trustee and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause (ii) of Section 8.01(c) shall apply to the Fiscal Agent. (d) Except as otherwise provided in Section 8.11(c), the Fiscal Agent also shall have the benefit of provisions of clauses (i), (ii), (iii) (other than the proviso thereto), (iv), (v) (other than the proviso thereto) and (vi) of Section 8.02(a).

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. by Section 4.03. (b) The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunderin Section 4.03. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act or its own willful misfeasance or for a breach of a representation or warranty contained herein; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this AgreementSection 4.03, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the SellerDepositor, the Master Servicer, the Special Servicer or the Trustee and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause (ii) of Section 8.01(c) shall apply to the Fiscal Agent. (d) Except as otherwise provided in Section 8.18(c), the Fiscal Agent also shall have the benefit of provisions of clauses (i), (ii), (iii) (other than the proviso thereto), (iv), (v) (other than the proviso thereto), (vi) and (vii) of Section 8.02.

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. ___________________ as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. by Sections 3.22, 4.6 and 7.2. (b) The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunderin Sections 3.22, 4.6 and 7.2. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act act, bad faith or its own willful misfeasance or for a breach of a representation or warranty contained hereinmisfeasance; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this AgreementSections 3.22, 4.6 and 7.2, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the SellerDepositor, the Master Servicer, the Special Servicer or the Trustee and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause (ii) of Section 8.01(c8.1(c) shall apply to the Fiscal Agent. (d) Except as otherwise provided in Section 8.1(c), the Fiscal Agent also shall have the benefit of provisions of clauses (i), (ii), (iii) (other than the proviso thereto), (iv), (v) (other than the proviso thereto) and (vi) of Section 8.2(a).]

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. by Sections 3.08, 3.24 and 4.06. (b) The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunderin Sections 3.08, 3.24 and 4.06. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act or its own willful misfeasance or for a breach of a representation or warranty contained herein; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this AgreementSections 3.08, 3.24 and 4.06, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the SellerDepositor, the Master Servicer, the Special Servicer or the Trustee and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause (ii) of Section 8.01(c) shall apply to the Fiscal Agent. (d) Except as otherwise provided in Section 8.11(c), the Fiscal Agent also shall have the benefit of provisions of clauses (i), (ii), (iii) (other than the proviso thereto), (iv), (v) (other than the proviso thereto) and (vi) of Section 8.02(a).

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. by Sections 5.01 and 5.02. (b) The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunderin Sections 5.01 and 5.02. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act or its own willful misfeasance or for a breach of a representation or warranty contained hereinmisfeasance; provided, however, that (i) the duties and obligations of -------- ------- the Fiscal Agent shall be determined solely by the express provisions of this AgreementSections 5.01 and 5.02, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the SellerDepositor, the Master Servicer, the Special Servicer or the Trustee and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause (iib) of Section 8.01(c) 9.01 shall apply to the Fiscal Agent. (d) Except as otherwise provided in this Section 9.13(c), the Fiscal Agent also shall have the benefit of provisions of clauses (i), (ii), (iii), (iv), (v) (other than the proviso thereto), (vi), (vii) and (viii) of Section 9.02(a).

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. The Fiscal Agent undertakes shall at all times maintain a long-term unsecured debt rating of no less than "Aa3" from Moody's and "AA-" from S&P (or, in the case of either Rating Agency, suxx xxxxr rating as each such Rating Agency shall permit so long as it is accompanied by a statement in writing that any of the then current ratings assigned by such Rating Agency to perform the respective Classes of the Certificates would not be downgraded, qualified (if applicable) or withdrawn as a result of such duties and only such duties as are specifically set forth hereunderrating). (b) The Fiscal Agent undertakes to make Advances as specifically set forth hereunder and the Fiscal Agent shall not be liable except for the making of Advances. (c) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act act, bad faith or its own willful misfeasance or for a breach of a representation or warranty contained hereinmisfeasance; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this Agreementhereunder, and the Fiscal Agent shall not be liable except for the performance of such duties and obligations, (ii) no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent andAgent, and in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements statements, or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the SellerPrimary Servicer, the Master Servicer, the Special Servicer or the Trustee Depositor and which that on their face fact do not contradict the requirements of this Agreement, and (iiiii) the provisions of clause clauses (ii) and (iii) of Section 8.01(c) shall apply to the Fiscal Agent. (d) The Fiscal Agent also shall have the benefit of provisions of clauses (a), (b), (c), (d), (e), (f) and (h) of Section 8.02.

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank Bank, N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. The Fiscal Agent undertakes shall at all times maintain a long-term unsecured debt rating of no less than "AA-" from S&P and "Aa3" from Moody's (or, in the case of either Rating Agency, such other rating as xxxx xxch Rating Agency shall permit so long as it is accompanied by a statement in writing that any of the then-current ratings assigned by such Rating Agency to perform the respective Classes of the Certificates would not be downgraded, qualified (if applicable) or withdrawn as a result of such duties and only such duties as are specifically set forth hereunderrating). (b) The Fiscal Agent undertakes to make Advances as specifically set forth hereunder and the Fiscal Agent shall not be liable except for the making of Advances. (c) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act act, bad faith or its own willful misfeasance or for a breach of a representation or warranty contained hereinmisfeasance; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this Agreementhereunder, and the Fiscal Agent shall not be liable except for the performance of such duties and obligations, (ii) no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the SellerPrimary Servicer, the Master Servicer, the Special Servicer or the Trustee Depositor and which that on their face do not contradict the requirements of this Agreement, and (iiiii) the provisions of clause clauses (ii) and (iii) of Section 8.01(c) shall apply to the Fiscal Agent.

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunder. (b) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act or its own willful misfeasance or for a breach of a representation or warranty contained hereinmisfeasance; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this Agreement, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the SellerDepositor, the Master Servicer, the Special Servicer or the Trustee and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause (ii) of Section 8.01(c) shall apply to the Fiscal Agent.

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. . (b) The Fiscal Agent undertakes to perform such duties and only such duties make Advances as are specifically set forth hereunderhereunder and the Fiscal Agent shall not be liable except for the making of Advances. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act act, bad faith or its own willful misfeasance or for a breach of a representation or warranty contained hereinmisfeasance; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this Agreementhereunder, and the Fiscal Agent shall not be liable except for the performance of such duties and obligations, (ii) no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the Seller, the Master Servicer, the Special Servicer or the Trustee Depositor and which on their face do not contradict the requirements of this Agreement, and (iiiii) the provisions of clause clauses (ii) and (iii) of Section 8.01(c) shall apply to the Fiscal Agent. (d) The Fiscal Agent also shall have the benefit of provisions of clauses (i), (ii), (iii), (iv), (v), (vi) and (viii) of Section 8.02.

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. by Sections 3.24 and 4.06. (b) The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunderin Sections 3.24 and 4.06. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act or its own willful misfeasance or for a breach of a representation or warranty contained herein; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this AgreementSections 3.24 and 4.06, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the SellerDepositor, the Master Servicer, the Co-Servicer, the Special Servicer or the Trustee and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause (ii) of Section 8.01(c) shall apply to the Fiscal Agent. (d) Except as otherwise provided in Section 8.11(c), the Fiscal Agent also shall have the benefit of provisions of clauses (i), (ii), (iii) (other than the proviso thereto), (iv), (v) (other than the proviso thereto) and (vi) of Section 8.02(a).

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee Custodian hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. by Sections 3.22. (b) The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunderin Sections 3.22. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act act, bad faith or its own willful misfeasance or for a breach of a representation or warranty contained hereinmisfeasance; providedPROVIDED, howeverHOWEVER, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this AgreementSections 3.22, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the SellerOwner, the Master Servicer, the Special Servicer or the Trustee Custodian and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause (ii) of Section 8.01(c7.01(d) shall apply to the Fiscal Agent. (d) The Fiscal Agent also shall have the benefit of provisions of clauses (i), (ii), (iii), (iv), (v), and (vi) of Section 7.02(a).

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. . (b) The Fiscal Agent undertakes to perform such duties and only such duties make Advances as are specifically set forth hereunderhereunder and the Fiscal Agent shall not be liable except for the making of Advances. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act act, bad faith or its own willful misfeasance or for a breach of a representation or warranty contained hereinmisfeasance; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this Agreementhereunder, and the Fiscal Agent shall not be liable except for the performance of such duties and obligations, (ii) no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the Seller, the Master Servicer, the Special Servicer or the Trustee Depositor and which on their face do not contradict the requirements of this Agreement, and (iiiii) the provisions of clause clauses (ii) and (iii) of Section 8.01(c) shall apply to the Fiscal Agent. (d) The Fiscal Agent also shall have the benefit of provisions of clauses (i), (ii), (iii), (iv), (v), (vi) and (viii) of Section 8.02. 204

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunder. (b) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act or its own willful misfeasance or for a breach of a representation or warranty contained herein; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this Agreement, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the SellerDepositor, the Master Servicer, the Special Servicer or the Trustee and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause (ii) of Section 8.01(c) shall apply to the Fiscal Agent.

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. by Sections 3.24 and 4.06. (b) The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunder. in Sections 3.24 and 4.06. -138- 152 (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act or its own willful misfeasance or for a breach of a representation or warranty contained hereinmisfeasance; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this AgreementSections 3.24 and 4.06, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the SellerDepositor, the Master Servicer, the Special Servicer or the Trustee and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause (ii) of Section 8.01(c) shall apply to the Fiscal Agent.

Fiscal Agent Appointed; Concerning the Fiscal Agent. (a) The Trustee hereby appoints ABN AMRO Bank N.V. _____________________ as the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. by Sections 3.22 and 4.6. (b) The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth hereunderin Sections 3.22 and 4.6. (bc) No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent failure to act act, bad faith or its own willful misfeasance or for a breach of a representation or warranty contained hereinmisfeasance; provided, howeverhowever , that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this AgreementSections 3.22 and 4.6, the Fiscal Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the Seller, the Master Servicer, the Special Servicer or the Trustee any Person and which on their face do not contradict the requirements of this Agreement, and (ii) the provisions of clause clauses (ii) and (iv) of Section 8.01(c8.1(c) shall apply to the Fiscal Agent. (d) Except as otherwise provided in Section 8.1(c), the Fiscal Agent also shall have the benefit of provisions of clauses (i), (ii), (iii) (other than the proviso thereto), (iv), (v) (other than the proviso thereto) and (vi) of Section 8.2(a).