Common use of Liability of the Trustee Clause in Contracts

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellers, the Servicer, the Certificate Insurer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers and Servicer covenant and agree to indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the SellersSeller, the Servicer, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Seller and Servicer covenant and agree to indemnify the Trustee and the Servicer (if the Servicer is also the Trustee, and when the Trustee is acting as Servicer, the Servicer, ) from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor Seller shall pay all amounts not otherwise paid or reimbursed pursuant to Sections 2.05 2.05, 6.12 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificateCertificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the SellersSeller, the Servicer, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Seller and Servicer covenant and agree to indemnify the Trustee and the Servicer (if the Servicer is also the Trustee, and when the Trustee is acting as Servicer, the Servicer, ) from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor Seller shall pay all amounts not otherwise paid or reimbursed pursuant to Sections 2.05 2.05, 6.12 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the ServicerCompany, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Company and Servicer covenant and agree to indemnify the TrusteeTrustee and the Certificate Insurer, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and the Certificate Insurer and any director, officer, employee or agent of the Trustee thereof may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions Provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding CertificatesAgreement.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the ServicerSponsor, the Certificate Insurer Master Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligorobligor and is otherwise liable). In addition, the Depositor, each of the Sellers Sponsor and Master Servicer covenant and agree to indemnify the Trustee, and its officers, directors, employees and agents, including, without limitation, when the Trustee is acting as Master Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and . The indemnification provided in this Section 10.13 shall survive the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereoftermination of this Agreement or the resignation or removal of the Trustee hereunder. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Trustee shall be liable in accordance herewith only have no liability under and no duty to inquire as to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellers, the Servicer, the Certificate Insurer or any Owner for any action taken or for refraining from the taking provisions of any action in good faith pursuant to agreement other than this Agreement, including any other agreement between any or for errors in judgment; provided, however, that this provision shall not protect all of the Trustee, its directors, officers, employees or agents parties hereto or any such Person against any liability which would otherwise other persons even though reference thereto may be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereundermade herein. Subject to the foregoing sentence, the The Trustee shall not be liable for losses on investments any action taken or omitted by it in good faith with the exercise of amounts due professional care except to the extent that a court of competent jurisdiction determines that the Trustee’s gross negligence or willful misconduct was the primary cause of any loss to StadCo, the Team or the Authority. The Trustee’s sole responsibility shall be for the safekeeping and disbursement of the Trust Funds in accordance with the Certificate Account (except for terms of this Agreement. The Trustee shall have no implied duties or obligations and shall not be charged with knowledge or notice of any losses on obligations on fact or circumstance not specifically set forth herein. The Trustee may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the bank serving as Trustee is in good faith shall believe to be genuine and to have been signed or presented by the obligor)person or parties purporting to sign the same. In additionno event shall the Trustee be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if the Depositor, each Trustee has been advised of the Sellers likelihood of such loss or damage and Servicer covenant and agree regardless of the form of action. The Trustee shall not be responsible for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to indemnify acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations superimposed after the Trusteefact, and when the fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. The Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, shall not be obligated to take any and all losses, liabilities, damages, claims legal action or expenses (including legal fees and expenses) of whatsoever kind arising out of or commence any proceeding in connection with the performance Trust Funds, any account in which Trust Funds are deposited, this Agreement or the Development Agreement, or to appear in, prosecute or defend any such legal action or proceeding. The Trustee may consult one (1) primary legal counsel selected by it (and, if necessary, one (1) local counsel) in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder other than those resulting hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instruction of such counsel; provided that such opinion or instruction is provided in good faith and such action does not constitute gross negligence or bad faith willful misconduct on the part of the Trustee, as determined by a final order of a court of competent jurisdiction. StadCo and the Depositor Authority, jointly and severally, shall pay promptly pay, upon demand, the reasonable and documented fees and expenses of one (1) such primary counsel (and, if necessary, one (1) local counsel). StadCo and the Authority agree to perform or procure the performance of all amounts not otherwise paid pursuant further acts and things, and execute and deliver such further documents, as may be required by law or as Trustee may reasonably require to Sections 2.05 and 7.06 hereofcarry out its duties under this Agreement. The Trustee and is authorized, in its sole discretion, to comply with final orders issued or process entered by any directorcourt with respect to the Trust Funds, officer, employee or agent without determination by the Trustee of such court’s jurisdiction in the matter. If any portion of the Trustee may rely and Trust Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be protected stayed or enjoined by any court order, or in acting case any order, judgment or refraining from acting decree shall be made or entered by any court affecting such property or any part thereof, then and in good faith on any certificatesuch event, notice the Trustee is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other document of action; and, if the Trustee complies with any kind prima facie properly executed and submitted by the Authorized Officer of such order, writ, judgment or decree, it shall not be liable to any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificatesparties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Liability of the Trustee. Except as otherwise provided in this Article II, in accepting the trust created hereby, the Trustee acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Trustee by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust is a party shall look only to the Trust Estate for payment or satisfaction thereof. The Trustee shall not be liable in accordance herewith only or accountable hereunder to the extent Trust or to any other Person or under any other agreement to which the Trust is a party, except for the Trustee’s own gross negligence or willful misconduct. In particular, but not by way of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of limitation: (a) the Trustee shall be under any have no liability on any Certificate or otherwise to responsibility for the Depositor, either validity or sufficiency of the Sellers, the Servicer, the Certificate Insurer or any Owner for any action taken this Trust Agreement or for refraining from the taking form, character, genuineness, sufficiency, value or validity of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, Trust Estate; (b) the Trustee shall not be liable for losses on investments any actions taken or omitted to be taken by it in accordance with the instructions of amounts the Sponsor; (c) the Trustee shall not have any liability for the acts or omissions of the Sponsor or its delegatees; (d) the Trustee shall not be liable for its failure to supervise the performance of any obligations of the Sponsor or its delegatees or any Authorized Participant; (e) no provision of this Trust Agreement shall require the Trustee to act or expend or risk its own funds or otherwise incur any financial liability in the Certificate Account performance of any of its rights or powers hereunder if the Trustee shall have reasonable grounds for believing that such action, repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (except f) under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust arising under this Trust Agreement or any losses on obligations on other agreements to which the bank serving as Trust is a party; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the obligor). In additionrequest, order or direction of the Sponsor or any Shareholder unless the Sponsor or such Shareholder has offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that may be incurred by the Trustee (including, without limitation, the Depositorreasonable fees and expenses of its counsel) therein or thereby. Notwithstanding anything contained herein to the contrary, each the Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent, approval, authorization or order of, or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the Sellers and Servicer covenant and agree to indemnify date hereof other than the State of Delaware becoming payable by the Trustee, and when or (iii) subject the Trustee is acting as Servicerto personal jurisdiction, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting in the State of Delaware, for causes of action arising from personal acts unrelated to the negligence or bad faith consummation of the transactions by the Trustee, and as the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereofcase may be, contemplated hereby. The Trustee and any directorTo the extent that, officerat law or in equity, employee or agent of the Trustee may rely has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Shareholders or to any other Person, the Trustee acting under this Trust Agreement shall not be protected in acting liable to the Trust, the Shareholders or refraining from acting in to any other Person for its good faith reliance on any certificate, notice or other document the provisions of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunderthis Trust Agreement. The provisions of this Section 10.13 shall survive Trust Agreement, to the termination of this Agreement extent that they restrict the duties and the payment liabilities of the outstanding CertificatesTrustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Trustee.

Liability of the Trustee. (a) The Trustee is not a party to the Plan and shall have no powers, duties or responsibilities with regard to the administration of the Plan or to determine the rights or benefits of any person having or claiming an interest under the Plan or in the Trust assets or under this Trust Agreement or to control any disposition of the Trust or part thereof which is directed by the Employer, Administrator, any Investment Manager or Participant or any person reasonably believed by the Trustee to be their designee(s). (b) The Trustee shall be liable in accordance herewith only to have no liability for the extent adequacy or timeliness of contributions for the purposes of the obligations specifically imposed upon and undertaken Plan or for enforcement of the payment thereof. (c) The Trustee shall have no liability for the acts or omissions of the Employer, Administrator, any Investment Manager, Participant, or their designee(s). (d) The Trustee shall have no liability for following proper directions of any person or entity reasonably believed by the Trustee herein. Neither to have been given authority to direct the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellers, the Servicer, the Certificate Insurer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Trust Agreement. (e) During such period or periods of time, if any, as the Employer, Administrator, any Investment Manager, Participant, or for errors in judgment; provided, however, that this provision shall not protect their designee(s) is directing the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason investment and management of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentenceTrust assets, the Trustee shall not be liable for losses have no obligation to determine the existence of any conversion, redemption, exchange, subscription or other right relating to any securities purchased on investments their directions if notice of amounts in any such right was given prior to the Certificate Account (except for any losses on obligations on which purchase of such securities. If such notice is received by the bank serving as Trustee is after the obligor). In additionpurchase of such securities, the Depositor, each of Trustee shall notify the Sellers and Servicer covenant and agree to indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereofdirecting party. The Trustee and shall have no obligation to exercise any director, officer, employee or agent such right unless it is informed of the existence of the right and is instructed to exercise such right, in writing, by the directing party within a reasonable time prior to the expiration of such right. (f) If a directing party directs the Trustee may rely and to purchase securities issued by any foreign government or agency thereof, or by any corporation domiciled outside of the United States, it shall be protected the responsibility of the directing party to advise the Trustee in acting writing with respect to any laws or refraining from acting in good faith on any certificate, notice or other document regulations of any kind prima facie properly executed and submitted foreign countries or any United States territories or possessions which shall apply, in any manner whatsoever, to such securities, including, but not limited to, receipt of dividends or interest or reclamation of foreign taxes by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding CertificatesTrustee for such securities.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the Sellers, the Servicer, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Depositor and Servicer CHEC covenant and agree to indemnify the Trustee and the Servicer (if the Servicer is also the Trustee) and their officers, directors, agents and when the Trustee is acting as Servicer, the Servicer, employees from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereoffaith. The Trustee and any director, officer, employee or agent of the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the resignation or removal of the Trustee, termination of this Agreement and the payment of the outstanding Certificates. When the Trustee incurs expenses or provides services after the occurrence of a default and the commencement of a voluntary or involuntary case under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law involving the Sellers or the Servicer, the expenses and fees for such services are intended to constitute expenses of administration under such laws.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellers, the Servicer, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers and Servicer covenant and agree to indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent provided in Section 6.05 and only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein, and no implied covenants or obligations shall be read into this Trust Agreement against the Trustee. Neither The Trustee, upon receipt of all certificates, opinions, documents or other instruments furnished to the Trustee nor any of the directors, officers, employees or agents of the Trustee shall which are specifically required to be under any liability on any Certificate or otherwise to the Depositor, either of the Sellers, the Servicer, the Certificate Insurer or any Owner for any action taken or for refraining from the taking of any action in good faith furnished pursuant to any provision of this Trust Agreement, or for errors shall determine whether they are in judgmentthe form required by this Trust Agreement; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be responsible for the accuracy or content of any such certificate, opinion, document or other instrument furnished to it pursuant to this Trust Agreement. The Trustee shall not be personally liable for losses on investments of amounts with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each direction of the Sellers and Servicer covenant and agree to indemnify the TrusteeCertificateholders under this Agreement, and when unless it shall be proved that the Trustee is acting as Servicer, was negligent in ascertaining the Servicer, from, and hold it harmless against, pertinent facts. The Trustee shall not be required to expend or risk its own funds or otherwise incur any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or financial liability in connection with the performance of any of its duties hereunder other than those resulting from as Trustee hereunder, or in the negligence exercise of any of its rights or bad faith powers, if the Trustee shall have reasonable grounds for believing that repayment of funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the Trusteeprovisions contained in this Agreement shall in any event require the Trustee to perform, and or be responsible for the manner of performance of any of the obligations of the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereofor any other Person. The Trustee may request and any directorrely upon, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting upon, any resolution, Opinion of Counsel, Officer’s Certificate, certificate of auditors or any other certificate, statement (including, without limitation, any Mortgage Certificate Distribution Date Statement), instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, and the manner of obtaining consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe. The Trustee may consult with counsel, and any advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith on and in accordance with such advice or Opinion of Counsel. The Trustee shall be under no obligation to exercise any certificateof the rights or powers vested in it by this Agreement or to institute, notice conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby. The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act. The Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other document officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall not be liable in its individual capacity with respect to any kind prima facie properly executed and submitted action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of the by the Authorized Officer Holders of Certificates entitled to at least 51% of the aggregate voting rights of all Certificates, relating to the time, method and place of conducting any Person respecting proceeding for any matters arising remedy available to the Trustee, or exercising or omitting to exercise any trust or power conferred upon the Trustee, under this Agreement. The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder. The provisions Trustee in its individual or any other capacity may become the owner or pledgee of this Section 10.13 shall survive Certificates with the termination of this Agreement same rights it would have if it were not Trustee, and may otherwise deal with the payment of the outstanding Certificatesparties hereto.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the ServicerSeller, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations investments on which the bank serving as Trustee is amounts in the obligorCertificate Account). In addition, the Depositor, each of the Sellers Seller and Servicer covenant and agree to indemnify the TrusteeTrustee and the Certificate Insurer, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and the Certificate Insurer and any director, officer, employee or agent of the Trustee thereof may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions Provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding CertificatesAgreement.

Liability of the Trustee. The Except during the continuance of an Event of Default, the Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellers, the Servicerany Account, the Certificate Insurer Insurer, the Sponsor, the Servicer or any Owner Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which that would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Sponsor and Servicer covenant and agree to indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including all reasonable and documented legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Outstanding Certificates.

Liability of the Trustee. The Except during the continuance of an Event of Default, the Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellers, the Servicerany Account, the Certificate Insurer Insurer, the Sponsor, the Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Sponsor and Servicer covenant and agree to indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including all reasonable and documented legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the SellersSeller, the Master Servicer, the Certificate Insurer Servicers or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Master Servicer and Servicer the Seller covenant and agree to indemnify the TrusteeTrustee and its employees, officers, directors and when agents in its capacity as Trustee and not as successor Servicer (unless resulting from failure of the Trustee is acting as Servicer, the Servicerrelated predecessor Servicer to perform in accordance with this Agreement), from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its the Trustee's duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 7.05 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement Agreement, the resignation or removal of the Trustee hereunder and the payment of the outstanding Certificates.

Liability of the Trustee. (a) The Trustee shall be liable have no powers, duties or responsibilities with regard to the administration of the Plans or to determine the rights or benefits of any person having or claiming an interest under the Plans or in the Trust or under this Trust Agreement or to examine or control any disposition of the Trust or part thereof which is directed by Employer, as applicable. (b) The Trustee shall have no liability for the adequacy of contributions for the purposes of the Plans or for enforcement of the payment thereof. (c) The Trustee shall have no liability for the acts or omissions of Employer or Fiduciaries. (d) The Trustee shall have no liability for following proper directions of Employer or Employer's designated Fiduciaries, or any Participant when such directions are made in accordance herewith only to with this Trust Agreement and the extent Plans. (e) During such period or periods of time, if any, as Employer or Investment Manager (collectively, "Fiduciary") is directing the obligations specifically imposed upon investment and undertaken by the Trustee herein. Neither the Trustee nor any management of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellers, the Servicer, the Certificate Insurer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentenceTrust assets, the Trustee shall not be liable for losses have no obligation to determine the existence of any conversion, redemption, exchange, subscription or other right relating to any securities purchased on investments the directions of amounts in such Fiduciary if notice of any such right was given prior to the Certificate Account (except for any losses on obligations on which purchase of such securities. If such notice is given after the bank serving as Trustee is the obligor). In additionpurchase of such securities, the Depositor, each of the Sellers and Servicer covenant and agree to indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereofnotify such Fiduciary. The Trustee shall have no obligation to exercise any such right unless it is instructed to exercise such right, in writing, by the Fiduciary within a reasonable time prior to the expiration of such right. (f) During such period or periods of time, if any, as a Fiduciary is directing the investment and management of Trust assets, if such Fiduciary directs the Trustee to purchase securities issued by any directorforeign government or agency thereof, officer, employee or agent by any corporation domiciled outside of the Trustee may rely and United States, it shall be protected the responsibility of the Fiduciary to advise the Trustee in acting writing with respect to any laws or refraining from acting in good faith on any certificate, notice or other document regulations of any kind prima facie properly executed and submitted foreign countries or any United States territories or possessions which shall apply, in any manner whatsoever, to such securities, including, but not limited to, receipt of dividends or interest by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding CertificatesTrustee for such securities.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the SellersSeller, the Servicer, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Seller and Servicer covenant and agree to indemnify the Trustee and the Servicer (if the Servicer is also the Trustee, and when the Trustee is acting as Servicer, the Servicer, ) from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor Seller shall pay all amounts not otherwise paid or reimbursed pursuant to Sections 2.05 2.05, 6.12 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificateCertificate, notice or other document of any kind prima facie PRIMA FACIE properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Insurer, the Depositor, either of the SellersSeller, the Servicer, the Certificate Insurer Master Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Distribution Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Seller and the Master Servicer covenant and agree to indemnify the Trustee, and when the Trustee is acting as Master Servicer, the Master Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, Trustee and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. (a) The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellers, the Servicer, the Certificate Insurer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts any act or omission undertaken in the Certificate Account (connection with its powers and duties under this Agreement, except for any losses willful misconduct or gross negligence by the Trustee. No Trustee shall be liable for actions or omissions of its predecessor Trustee or any successor Trustee. The Trustee shall not be liable in acting on obligations on which any notice, request, consent, certificate, instruction, or other paper or document or signature reasonably believed to be genuine and to have been signed by the bank serving as proper party. The Trustee is shall not be liable for any act or omission undertaken by the obligor)Custodian or any Program Agent in connection with this Agreement. In additionThe Trustee may consult with legal counsel, chosen with reasonable care, and any act or omission undertaken in good faith in accordance with the Depositor, each opinion of such legal counsel shall not result in any liability of the Sellers and Servicer covenant and agree to Trustee. (b) The Holding Company will indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless againsteach Indemnified Party, without duplication, from and against any and all losses, liabilitiesclaims, damages, claims or losses, liability, obligations, actions, suits, costs, disbursements and expenses (including legal including, but not limited to, reasonable fees and expensesexpenses of counsel) of whatsoever kind incurred by any Indemnified Party, in any way relating to or arising out of or in connection with or by reason of any investigation, litigation or proceeding arising out of this Agreement, the performance Trust Shares, the administration of its duties hereunder other than those resulting from this Agreement or the negligence action or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent inaction of the Trustee may rely and or the Custodian hereunder, except to the extent such claim, damage, loss, liability, obligation, action, suit, cost, disbursement or expense results from such Indemnified Party's gross negligence or willful misconduct. The indemnity set forth in this Section 8.9 shall be protected in acting addition to any other obligation or refraining from acting in good faith on any certificate, notice liabilities of the Holding Company hereunder or other document of any kind prima facie properly executed at common law or otherwise and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement Agreement. (c) Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) in its own capacity and not as Trustee, require the payment consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) in its own capacity and not as Trustee, result in any fee, tax or other governmental charge becoming payable by the Trustee under the laws of any jurisdiction or any political subdivision thereof other than the State of Delaware; or (iii) subject the Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the outstanding Certificatestransactions by the Trustee contemplated hereby.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the ServicerSponsor, the Certificate Insurer Master Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Sponsor and Master Servicer covenant and agree to indemnify the Trustee, and its officers, directors, employees and agents, including, without limitation, when the Trustee is acting as Master Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and . The indemnification provided in this Section 10.13 shall survive the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereoftermination of this Agreement or the resignation or removal of the Trustee hereunder. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee recitals statements and representations by the City or the Authority contained in this Trust Agreement or in the Bonds shall be liable in accordance herewith only to taken and construed as made by and on the extent part of the obligations specifically imposed upon City and undertaken Authority and not by the Trustee herein. Neither and the Trustee nor does not assume, and shall not have, any responsibility or obligations for the correctness of any thereof. The Trustee undertakes to perform such duties, and only such duties as are specifically set forth in this Trust Agreement and no implied duties or obligations shall be read into this Trust Agreement against the directors, officers, employees or agents of Trustee. No provision in this Trust Agreement shall require the Trustee shall be under any liability on any Certificate to risk or expend its own funds or otherwise to the Depositor, either of the Sellers, the Servicer, the Certificate Insurer or incur any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any financial liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason any of reckless disregard of obligations and its duties hereunder. Subject to the foregoing sentence, the The Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers and Servicer covenant and agree to indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting except for its own negligence or willful misconduct. In accepting the trust hereby created, the Trustee acts solely as Trustee for the Owners and not in its individual capacity and all persons, including without limitation the Owners and the City or the Authority, having any claim against the Trustee arising from this Trust Agreement shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Bonds. The Trustee makes no representation or warranty, express or implied as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the City or the Authority of the Property. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from the negligence Lease Agreement or bad faith this Trust Agreement for the existence, furnishing or use of the Property. The Trustee shall not be responsible for the sufficiency or enforceability of the Lease Agreement or the assignment under this Trust Agreement of its rights to receive Lease Payments. The Trustee shall not be deemed to have knowledge of any Event of Default hereunder or under the Lease Agreement unless and until it shall have actual knowledge thereof. The Trustee shall not be accountable for the use or application by the City or the Authority or any other party of any funds which the Trustee has released under this Trust Agreement. The Trustee shall not be responsible for accounting for, or paying to, any party to this transaction, including but not limited to the City, the Authority, and the Bondowners, any return on or benefit from funds held for payment of unredeemed Bonds or outstanding checks and no calculation of the same shall affect, or result in any offset against, fees due to the Trustee under this Trust Agreement. The Trustee’s rights to immunities and protection from liability hereunder and its rights to payment of its fees and expenses shall survive its resignation or removal and the final payment or the defeasance of the Bonds (or the discharge of the Bonds or the defeasance of the lien of this Trust Agreement). All releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee shall have no responsibility, opinion, or liability with respect to any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds except for information provided by the Trustee. Before taking any action under Article V hereof or this section at the request of Owners, the Trustee may require that a satisfactory indemnity bond be furnished by the Owners for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct in connection with any directoraction so taken. The Trustee shall not be liable for any action taken or not taken by it in accordance with the direction of a majority (or other percentage provided for herein) in aggregate principal amount of Bonds outstanding relating to the exercise of any right, officer, employee power or agent remedy available to the Trustee. The permissive right of the Trustee to do things enumerated in this Trust Agreement shall not be construed as a duty. The Trustee may rely execute any of the trusts or powers herein and perform any of its duties through attorneys, agents and receivers and shall not be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by answerable for the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment conduct of the outstanding Certificates.same if appointed by it with reasonable care. AMENDMENTS

Liability of the Trustee. The Except during the continuance of an Event of Default, the Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellers, the Servicerany Account, the Certificate Insurer Insurer, the Sponsor, the Servicer or any Owner Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which that would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Sponsor and Servicer covenant and agree to indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including all reasonable and documented legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, 115 notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Outstanding Certificates.

Liability of the Trustee. (a) The Trustee shall discharge its duties regarding the Fund with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. The Trustee shall diversify the investments of the assets of the Fund which are subject to its discretion and control so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so. The Trustee shall perform its duties in accordance with the Plan insofar as such Plan is consistent with the provisions of applicable law. The Trustee shall be liable under no duty to defend or engage in accordance herewith only any suit with respect to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of Fund unless the Trustee shall have first agreed in writing to do so and shall have been fully indemnified to its satisfaction. The Trustee shall be under any liability on any Certificate fully protected in acting or otherwise omitting to act in accordance with the Depositor, either proper direction of the Sellers, the Servicer, the Certificate Insurer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this AgreementAdministrator, or for errors in judgment; providedthe direction of an investment manager, however, unless the Trustee knows that this provision shall not protect the Trustee, its directors, officers, employees by such action or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act act, it would be committing or willful misconduct participating in a breach of fiduciary duty by such party. To the performance of duties or extent permitted by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentenceapplicable law, the Trustee shall not be liable for losses on investments of amounts responsible in the Certificate Account (except any way for any losses on obligations on which action or omission of the bank serving as Trustee is the obligor). In additionCommission, the DepositorAdministrator or an investment manager with respect to their duties and obligations as set forth in this Trust Agreement. To the extent not prohibited by applicable law, each the Trustee shall also not be responsible for any action or omission of any of its agents or with respect to reliance upon the advice of its counsel (whether or not such counsel is also counsel to the Commission or the Administrator), provided that such agents or counsel were prudently chosen by the Trustee and that the Trustee relied in good faith upon the action of such agent or the advice of such counsel. The Trustee shall not be relieved from responsibility or liability for any responsibility, obligation or duty imposed upon it under the Plan or under applicable law. Nothing herein shall preclude the indemnification of the Sellers and Servicer covenant and agree to indemnify Trustee by the Trustee, and when Commission nor prevent the Commission or the Trustee is acting as Servicer, from purchasing liability insurance to protect the Servicer, from, and hold it harmless against, Trustee against liability or losses occurring by reason of any and all losses, liabilities, damages, claims act or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith omission of the Trustee, and to the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. extent that such insurance or indemnification is permissible under applicable law. (b) The Trustee and any director, officer, employee or agent of is a party to this Trust Agreement solely for the Trustee may rely and shall be protected purposes set forth in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Trust Agreement and the payment Plan and to perform the acts set forth therein, and no obligation or duty shall be expected or required of it except as expressly stated in the outstanding CertificatesPlan or this Trust Agreement.

Liability of the Trustee. (a) The Trustee shall discharge its duties regarding the Fund with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. The Trustee shall diversify the investments of the assets of the Fund which are subject to its discretion and control so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so. The Trustee shall perform its duties in accordance with the Plan insofar as such Plan is consistent with the provisions of applicable law. The Trustee shall be liable under no duty to defend or engage in accordance herewith only any suit with respect to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of Fund unless the Trustee shall have first agreed in writing to do so and shall have been fully indemnified to its satisfaction. The Trustee shall be under any liability on any Certificate fully protected in acting or otherwise omitting to act in accordance with the Depositor, either proper direction of the Sellers, Commission unless the Servicer, the Certificate Insurer Trustee knows that by such action or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act act, it would be committing or willful misconduct participating in a breach of fiduciary duty by such party. To the performance of duties or extent permitted by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentenceapplicable law, the Trustee shall not be liable for losses on investments of amounts responsible in the Certificate Account (except any way for any losses on action or omission of the Commission with respect to its duties and obligations on which as set forth in this Trust Agreement. To the bank serving as Trustee is the obligor). In additionextent not prohibited by applicable law, the DepositorTrustee shall also not be responsible for any action or omission of any of its agents or with respect to reliance upon the advice of its counsel (whether or not such counsel is also counsel to the Commission), each provided that such agents or counsel were prudently chosen by the Trustee and that the Trustee relied in good faith upon the action of such agent or the advice of such counsel. The Trustee shall not be relieved from responsibility or liability for any responsibility, obligation or duty imposed upon it under the Plan or under applicable law. Nothing herein shall preclude the indemnification of the Sellers and Servicer covenant and agree to indemnify Trustee by the Trustee, and when Commission nor prevent the Commission or the Trustee is acting as Servicer, from purchasing liability insurance to protect the Servicer, from, and hold it harmless against, Trustee against liability or losses occurring by reason of any and all losses, liabilities, damages, claims act or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith omission of the Trustee, and to the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. extent that such insurance or indemnification is permissible under applicable law. (b) The Trustee and any director, officer, employee or agent of is a party to this Trust Agreement solely for the Trustee may rely and shall be protected purposes set forth in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Trust Agreement and the payment Plan and to perform the acts set forth therein, and no obligation or duty shall be expected or required of it except as expressly stated in the outstanding CertificatesPlan or this Trust Agreement.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the ServicerSponsor, the Certificate Insurer Master Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Sponsor and Master Servicer covenant and agree to indemnify the Trustee, and its officers, directors, employees and agents including, without limitation, when the Trustee is acting as Master Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and . The indemnification provided in this Section 10.13 shall survive the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereoftermination of this Agreement or the resignation or removal of the Trustee hereunder. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the SellersSeller, the Servicer, the Certificate Insurer Servicers or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of Depositor and the Sellers and Servicer Seller covenant and agree to indemnify the TrusteeTrustee and its employees, officers, directors and when agents in its capacity as Trustee and not as successor Servicer (unless resulting from failure of the Trustee is acting as Servicer, the Servicerrelated predecessor Servicer to perform in accordance with this Agreement), from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its the Trustee's duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 7.05 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement Agreement, the resignation or removal of the Trustee hereunder and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the SellersSeller, the Servicer, the Certificate Insurer Servicers or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement and the Insurance Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of Depositor and the Sellers and Servicer Seller covenant and agree to indemnify the Trustee, Trustee in its capacity as Trustee and when not as successor Servicer (unless resulting from failure of the Trustee is acting as Servicer, the Servicerrelated predecessor Servicer to perform in accordance with this Agreement), from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its the Trustee's duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Insurer, the Depositor, either of the SellersSeller, the Servicer, the Certificate Insurer Master Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Distribution Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Seller and the Master Servicer covenant and agree to indemnify the Trustee, and when the Trustee is acting as Master Servicer, the Master Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, Trustee and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other 103 document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Trustee shall be liable in accordance herewith only have no liability under and no duty to inquire as to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellers, the Servicer, the Certificate Insurer or any Owner for any action taken or for refraining from the taking provisions of any action in good faith pursuant to agreement other than this Agreement, including any other agreement between any or for errors in judgment; provided, however, that this provision shall not protect all of the Trustee, its directors, officers, employees or agents parties hereto or any such Person against any liability which would otherwise other persons even though reference thereto may be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereundermade herein. Subject to the foregoing sentence, the The Trustee shall not be liable for losses on investments any action taken or omitted by it in good faith with the exercise of amounts due professional care except to the extent that a court of competent jurisdiction determines that the Trustee’s gross negligence or willful misconduct was the primary cause of any loss to StadCo, the Team or the Authority. The Trustee’s sole responsibility shall be for the safekeeping and disbursement of the Trust Funds in accordance with the terms of this Agreement. The Trustee shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. The Trustee may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Trustee in the Certificate Account (except for any losses on obligations on which exercise of due professional care shall believe to be genuine and to have been signed or presented by the bank serving as Trustee is person or parties purporting to sign the obligor)same. In additionno event shall the Trustee be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if the Depositor, each Trustee has been advised of the Sellers likelihood of such loss or damage and Servicer covenant and agree regardless of the form of action. The Trustee shall not be responsible for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to indemnify acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations superimposed after the Trusteefact, and when the fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. The Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, shall not be obligated to take any and all losses, liabilities, damages, claims legal action or expenses (including legal fees and expenses) of whatsoever kind arising out of or commence any proceeding in connection with the performance Trust Funds, any account in which Trust Funds are deposited, this Agreement or the Development Agreement, or to appear in, prosecute or defend any such legal action or proceeding. The Trustee may consult one (1) legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder other than those resulting hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instruction of such counsel; provided that such opinion or instruction is provided in good faith and such action does not constitute gross negligence or bad faith willful misconduct on the part of the Trustee. StadCo and the Authority, jointly and severally, shall promptly pay, upon demand, the reasonable and documented fees and expenses of one (1) such counsel. StadCo and the Authority agree to perform or procure the performance of all further acts and things, and the Depositor shall pay all amounts not otherwise paid pursuant execute and deliver such further documents, as may be required by law or as Trustee may reasonably require to Sections 2.05 and 7.06 hereofcarry out its duties under this Agreement. The Trustee and is authorized, in its sole discretion, to comply with final orders issued or process entered by any directorcourt with respect to the Trust Funds, officer, employee or agent without determination by the Trustee of such court’s jurisdiction in the matter. If any portion of the Trustee may rely and Trust Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be protected stayed or enjoined by any court order, or in acting case any order, judgment or refraining from acting decree shall be made or entered by any court affecting such property or any part thereof, then and in good faith on any certificatesuch event, notice the Trustee is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other document of action; and, if the Trustee complies with any kind prima facie properly executed and submitted by the Authorized Officer of such order, writ, judgment or decree, it shall not be liable to any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificatesparties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Liability of the Trustee. Except as otherwise provided in this Section 3, in accepting the trust created hereby, Wilmington Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Trustee by reason of the transactions contemplated by this Declaration and Agreement of Trust and any other agreement to which the Trust is a party shall look only to the Trust Estate for payment or satisfaction thereof. The Trustee shall not be liable in accordance herewith only or accountable hereunder or under any other agreement to which the extent Trust is a party, except for the Trustee’s gross negligence or willful misconduct. In particular, but not by way of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of limitation: (i) the Trustee shall be under any have no liability on any Certificate or otherwise to responsibility for the Depositorvalidity or sufficiency of this Declaration and Agreement of Trust or for the form, either character, genuineness, sufficiency, value or validity of the Sellers, the Servicer, the Certificate Insurer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, Trust Estate; (ii) the Trustee shall not be liable for losses on investments of amounts any actions taken or omitted to be taken by it in accordance with the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each instructions of the Sellers and Servicer covenant and agree to indemnify the Trustee, and when Managing Owner; (iii) the Trustee is acting as Servicer, shall not have any liability for the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims acts or expenses omissions of the Managing Owner; (including legal fees and expensesiv) of whatsoever kind arising out of or in connection with the Trustee shall not be liable for its failure to supervise the performance of any obligations of the Managing Owner, any Commodity Broker, any Advisor, any selling agent, any additional selling agent, “wholesaler” selling agent or “correspondent” selling agent; (v) no provision of this Declaration and Agreement of Trust shall require the Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its duties rights or powers hereunder if the Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (vi) under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust arising under this Declaration and Agreement of Trust or any other agreements to which the Trust is a party; (vii) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Declaration and Agreement of Trust, or to institute, conduct or defend any litigation under this Declaration and Agreement of Trust or any other agreements to which the Trust is a party, at the request, order or direction of the Managing Owner or any Unitholders unless the Managing Owner or such Unitholders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; and (viii) notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than those resulting from in the negligence State of Delaware if the taking of such action will (a) require the consent or bad faith approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (b) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the Trustee, and date hereof other than the Depositor shall pay all amounts not otherwise paid pursuant State of Delaware becoming payable by the Trustee or (c) subject the Trustee to Sections 2.05 and 7.06 hereof. The personal jurisdiction other than in the State of Delaware for causes of action arising from personal acts unrelated to the consummation by the Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificatestransactions contemplated hereby.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to any Account, the Depositor, either of the Sellers, the Master Servicer, the Certificate Insurer any Sub- Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Depositor covenants and Servicer covenant and agree agrees to indemnify the Trustee, and when the Trustee is acting as Master Servicer, the Trustee in its capacity as Master Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including reasonable and documented legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the ServicerSponsor, the Certificate Insurer Master Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Sponsor and Master Servicer covenant and agree to indemnify the Trustee, and its officers, directors, employees and agents including, without limitation, when the Trustee is acting as Master Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, 109 notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the ServicerCompany, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers 91 Company and Servicer covenant and agree to indemnify the TrusteeTrustee and the Certificate Insurer, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and the Certificate Insurer and any director, officer, employee or agent of the Trustee thereof may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions Provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding CertificatesAgreement.

Liability of the Trustee. The Except during the continuance of an Event of Servicer Default, the Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellers, the Servicerany Account, the Certificate Insurer Insurer, the Unaffiliated Seller, the Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of Unaffiliated Seller and the Sellers and Servicer covenant and agree to indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including all reasonable and documented legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the ServicerSeller, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations investments on which the bank serving as Trustee is amounts in the obligor- 104 - Certificate Account). In addition, the Depositor, each of Seller and the Sellers and Servicer covenant and agree to indemnify the Trustee, the Oversight Agent and the Certificate Insurer, and the Seller covenants and agrees to indemnify the Servicer when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee. In the event that the Trustee (or the Servicer, when the Trustee is acting in such capacity) delivers written demand for indemnification pursuant to this Section 10.13 to the Seller and/or the Servicer, as applicable, and the Depositor Seller and the Servicer fail, within 30 days of the delivery of such demand, to reimburse the Trustee for any such loss, liability, damage, claim or expense (or to affirmatively assume in writing the defense of any action asserting liability of or claim against the Trustee and to provide to the Trustee reasonable evidence of the Seller's or the Servicer's, as the case may be, ability to pay for the defense of any such action and any resulting loss, liability, claim or expense), then such loss, liability, damage, claim or expense shall pay all amounts not otherwise paid pursuant be an obligation of the Trust, and the Trustee shall be entitled to Sections 2.05 and 7.06 be reimbursed therefor out of the Certificate Account as provided in Section 7.5(d) hereof. The Trustee and the Certificate Insurer and any director, officer, employee or agent of the Trustee thereof may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions Provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding CertificatesAgreement.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the SellersSeller, the Servicer, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Seller and Servicer covenant and agree to indemnify the Trustee and the Servicer (if the Servicer is also the Trustee, and when the Trustee is acting as Servicer, the Servicer, ) from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor Seller shall pay all amounts 114 not otherwise paid or reimbursed pursuant to Sections 2.05 2.05, 6.12 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellers, the Servicer, the Certificate Insurer any Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as the Trustee is the obligor). In addition, the Depositor, each of Depositor and the Sellers and Servicer Trust covenant and agree to indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 SECTIONS 6.12 and 7.06 hereof7.06. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.SECTION 143

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the Sellers, the ServicerCertificate Insurer, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Depositor and Servicer CHEC covenant and agree to indemnify the Trustee and the Servicer (if the Servicer is also the Trustee) and their officers, directors, agents and when the Trustee is acting as Servicer, the Servicer, employees from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereoffaith. The Trustee and any director, officer, employee or agent of the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting in good faith on any certificateCertificate, notice or other document of any kind prima facie PRIMA FACIE properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the resignation or removal of the Trustee, termination of this Agreement and the payment of the outstanding Certificates. When the Trustee incurs expenses or provides services after the occurrence of a default and the commencement of a voluntary or involuntary case under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law involving on the Sellers or the Servicer, the expenses and fees for such services are intended to constitute expenses of administration under such laws.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees employees, affiliates or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Insurer, the Depositor, either of the SellersSeller, the Servicer, the Certificate Insurer Master Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees employees, affiliates or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Distribution Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Seller and the Master Servicer covenant and agree to indemnify the TrusteeTrustee (and its directors, officers, employees, affiliates or agents), and when the Trustee is acting as Master Servicer, the Master Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, Trustee and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee employee, affiliate or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.110

Liability of the Trustee. The Except during the continuance of an Event of Default, the Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the Seller, the Master Servicer, any Sub-Servicer, the Certificate Insurer Transferor or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Seller covenants and Servicer covenant and agree agrees to indemnify the Trustee, and when the Trustee is acting as Master Servicer, the Trustee in its capacity as Master Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including reasonable and documented legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the SellersSeller, the Servicer, the Certificate Insurer Servicers or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of Depositor and the Sellers and Servicer Seller covenant and agree to indemnify the Trustee, Trustee in its capacity as Trustee and when not as successor Servicer (unless resulting from failure of the Trustee is acting as Servicer, the Servicerrelated predecessor Servicer to perform in accordance with this Agreement), from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its the Trustee's duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall have no liability or responsibility for, and make no warranties in connection with, the validity or enforceability of any of the Loan Documents or the description, value or status of title to the Property. The Trustee shall be liable protected in accordance herewith only acting upon any notice, request, consent, demand, statement, note or other paper or document believed by them to the extent of the obligations specifically imposed upon be genuine and undertaken to have been signed by the Trustee hereinparty or parties purporting to sign the same. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellers, the Servicer, the Certificate Insurer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the The Trustee shall not be liable for losses on investments any error of amounts judgment, nor for any act done or step taken or omitted, nor for any mistakes of law or fact, nor for anything which the Trustee may do or refrain from doing in good faith, nor generally shall the Certificate Account (Trustee have any accountability hereunder except for willful misconduct or gross negligence. The powers and duties of the Trustee hereunder may be exercised through such attorneys, agents or servants as the Trustee may appoint, and the Trustee shall have no liability or responsibility for any losses on obligations on which the bank serving act, failure to act, negligence or willful conduct of such attorney, agent or servant, so long as Trustee is the obligor)they were selected with reasonable care. In addition, the Depositor, each of the Sellers Trustee may consult with legal counsel selected by them and Servicer covenant and agree to indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, shall have no liability or responsibility by reason of any and all losses, liabilities, damages, claims act or expenses (including legal fees and expenses) of whatsoever kind arising out of or failure to act in connection accordance with the performance opinions of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereofsuch counsel. The Trustee may act hereunder and any director, officer, employee may sell or agent otherwise dispose of the Property or any part thereof as herein provided, although the Trustee have been, may rely and shall now be protected or may hereafter be, attorneys, officers, agents or employees of the Beneficiary, in acting or refraining from acting in good faith on any certificate, notice or other document respect of any kind prima facie properly executed and submitted by the Authorized Officer matter of any Person respecting any matters arising hereunderbusiness whatsoever. The provisions of this Section 10.13 Trustee, however, shall survive the termination of this Agreement and the payment have no obligation to sell all or any part of the outstanding CertificatesProperty following an Event of Default or to take any other action authorized to be taken by them hereunder except upon the demand of the Beneficiary.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the ServicerSponsor, the Certificate Insurer Master Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligorobligor and is otherwise liable). 110 112 In addition, the Depositor, each of the Sellers Sponsor and Master Servicer covenant and agree to indemnify the Trustee, and its officers, directors, employees and agents, including, without limitation, when the Trustee is acting as Master Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and . The indemnification provided in this Section 10.13 shall survive the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereoftermination of this Agreement or the resignation or removal of the Trustee hereunder. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the ServicerSponsor, the Certificate Insurer Master Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligorobligor and is otherwise liable). 105 106 In addition, the Depositor, each of the Sellers Sponsor and Master Servicer covenant and agree to indemnify the Trustee, and its officers, directors, employees and agents, including, without limitation, when the Trustee is acting as Master Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and . The indemnification provided in this Section 10.13 shall survive the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereoftermination of this Agreement or the resignation or removal of the Trustee hereunder. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Except during the continuance of an Event of Servicer Default, the Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the ServicerUnaffiliated Seller, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision 101 shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of Unaffiliated Seller and the Sellers and Servicer covenant and agree to indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including all reasonable and documented legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellers, the Servicer, the Certificate Insurer any Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as the Trustee is the obligor). In addition, the Depositor, each of Depositor and the Sellers and Servicer Trust covenant and agree to indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including reasonable legal fees and expenses) of whatsoever kind arising out of or in connection with the performance by the Trustee of its duties hereunder other than those resulting from the willful misconduct, malfeasance, negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid from the Trust pursuant to Sections 2.05 6.12 and 7.06 hereof7.06. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 11.12 shall survive the termination of this Agreement Agreement, the termination or resignation of the Trustee and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the Sellers, the Servicer, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Depositor and Servicer CHEC covenant and agree to indemnify the Trustee and the Servicer (if the Servicer is also the Trustee) and their officers, directors, agents and when the Trustee is acting as Servicer, the Servicer, employees from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereoffaith. The Trustee and any director, officer, employee or agent of the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie PRIMA FACIE properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the resignation or removal of the Trustee, termination of this Agreement and the payment of the outstanding Certificates. When the Trustee incurs expenses or provides services after the occurrence of a default and the commencement of a voluntary or involuntary case under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law involving the Sellers or the Servicer, the expenses and fees for such services are intended to constitute expenses of administration under such laws.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees employees, affiliates or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Insurer, the Depositor, either of the SellersSeller, the Servicer, the Certificate Insurer Master Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees employees, affiliates or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Distribution Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Seller and the Master Servicer covenant and agree to indemnify the TrusteeTrustee (and its directors, officers, employees, affiliates or agents), and when the Trustee is acting as Master Servicer, the Master Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, Trustee and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee employee, affiliate or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.112

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the ServicerOriginator, the Certificate Insurer Master Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Originator and Master Servicer covenant and agree to indemnify the Trustee, and by the Originator when the Trustee is acting as Servicer, the Master Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 Such indemnification shall survive the termination of this Agreement and the payment removal or resignation of the outstanding CertificatesTrustee hereunder.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the ServicerSponsor, the Certificate Insurer Master Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in 96 104 judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Sponsor and Master Servicer covenant and agree to indemnify the Trustee, and its officers, directors, employees and agents, including, without limitation, when the Trustee is acting as Master Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and . The indemnification provided in this Section 10.13 shall survive the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereoftermination of this Agreement or the resignation or removal of the Trustee hereunder. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the ServicerSponsor, the Certificate Insurer Master Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of 131 145 obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Sponsor and Master Servicer covenant and agree to indemnify the Trustee, and its officers, directors, employees and agents, including, without limitation, when the Trustee is acting as Master Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and . The indemnification provided in this Section 10.13 shall survive the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereoftermination of this Agreement or the resignation or removal of the Trustee hereunder. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. (a) The Trustee is not a party to the Plan and shall have no powers, duties or responsibilities with regard to the administration of the Plan or to determine the rights or benefits of any person having or claiming an interest under the Plan or in the Trust or under this Trust Agreement or to control any disposition of the Trust or part thereof which is directed by the Administrator. (b) The Trustee shall be liable have no liability for the adequacy or timeliness of contributions for the purposes of the Plan or for enforcement of the payment thereof. (c) The Trustee shall have no liability for the acts or omissions of the Employer, the Administrator, a Member, former Member or Beneficiary, or any Investment Manager (other than the Trustee acting in accordance herewith only such capacity) or Authorized Representative. (d) The Trustee shall have no liability for following proper directions of any party given authority to direct the Trustee pursuant to the extent Trust Agreement or designated as an Authorized Representative. (e) During such period or periods of time, if any, as a Directing Party is directing the obligations specifically imposed upon investment and undertaken by the Trustee herein. Neither the Trustee nor any management of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellers, the Servicer, the Certificate Insurer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentenceTrust Assets, the Trustee shall not be liable for losses have no obligation to determine the existence of any conversion, redemption, exchange, subscription or other right relating to securities purchased on investments the directions of amounts in a Directing Party, if notice of any such right was given prior to the Certificate Account (except for any losses on obligations on which purchase of such securities. If such notice is received by the bank serving as Trustee is after the obligor). In additionpurchase of such securities, the Depositor, each Trustee shall notify the Directing Party. The Trustee shall have no obligation to exercise any such right unless it is informed of the Sellers existence of the right and Servicer covenant and agree is instructed to indemnify exercise such right, in writing, by the TrusteeDirecting Party within a reasonable time prior to the expiration of such right. (f) If a Directing Party directs the Trustee to purchase securities issued by any foreign government or agency thereof, and when or by any corporation domiciled outside of the United States, it shall be the responsibility of such Directing Party to advise the Trustee in writing with respect to any laws or regulations of any foreign countries or any United States territories or possessions which shall apply, in any manner whatsoever, to such securities, including, but not limited to, receipt of dividends or interest or reclamation of foreign taxes by the Trustee for such securities. If the Trustee is acting as Servicerdirected not to reclaim foreign taxes, the ServicerTrustee shall have no responsibility to reclaim any such taxes. Any expenses, from, and hold it harmless against, any and all losses, liabilities, damages, claims costs or expenses (including legal extraordinary fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of incurred by the Trustee may rely and for the reclamation of foreign taxes shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by charged to the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding CertificatesTrust.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the Seller, the Master Servicer, any Sub-Servicer, the Certificate Insurer Transferor or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Seller covenants and Servicer covenant and agree agrees to indemnify the Trustee, and when the Trustee is acting as Master Servicer, the Trustee in its capacity as Master Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including reasonable and documented legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the SellersSeller, the Servicer, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant 127 to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Seller and Servicer covenant and agree to indemnify the Trustee and the Servicer (if the Servicer is also the Trustee, and when the Trustee is acting as Servicer, the Servicer, ) from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor Seller shall pay all amounts not otherwise paid or reimbursed pursuant to Sections 2.05 2.05, 6.12 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificateCertificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the SellersSeller, the Servicer, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Seller and Servicer covenant and agree to indemnify the Trustee and the Servicer (if the Servicer is also the Trustee, and when the Trustee is acting as Servicer, the Servicer, ) from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor Seller shall pay all amounts not otherwise paid or reimbursed pursuant to Sections 2.05 2.05, 6.12 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other 113 document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Except during the continuance of an Event of Default, the Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the Seller, the Master Servicer, any Sub-Servicer, the Certificate Insurer Transferor or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Seller covenants and Servicer covenant and agree agrees to indemnify the Trustee, and when the Trustee is acting as Master Servicer, the Trustee in its capacity as Master Servicer, from, and 109 hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including reasonable and documented legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. (a) The Trustee shall discharge its duties with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. The Trustee shall diversify the investments of the Fund so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so. The Trustee shall perform its duties in accordance with each Participating Plan insofar as such Participating Plan is consistent with the provisions of the Act. The Trustee shall be liable under no duty to defend or engage in accordance herewith only any suit with respect to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor Fund or any of the directors, officers, employees or agents of Separate Plan Account unless the Trustee shall be under any liability on any Certificate or otherwise have first agreed in writing to do so and shall have been fully indemnified to its satisfaction. To the Depositor, either of extent not prohibited by the Sellers, the Servicer, the Certificate Insurer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentenceAct, the Trustee shall not be liable responsible in any way for losses on investments any action or omission of amounts any Employer or the Administrator of a Participating Plan with respect to their duties and obligations as set forth in the Certificate Account (except Participating Plan and this Agreement. To the extent not prohibited by the Act, the Trustee shall also not be responsible for any losses on obligations on which action or omission of any of its agents or with respect to reliance upon the bank serving as advice of its counsel (whether or not such counsel is also counsel to an Employer or the Administrator of a Participating Plan), provided that such agents or counsel were prudently chosen by the Trustee is and that the obligor)Trustee relied in good faith upon the action of such agent or the advice of such counsel. In additionThe Trustee shall not be relieved from responsibility or liability for any responsibility, obligation or duty imposed upon it under a Participating Plan or under the Depositor, each Act. Nothing herein shall preclude the indemnification of the Sellers and Servicer covenant and agree to indemnify Trustee by the Trustee, and when Sponsor or any Employer nor prevent the Trustee is acting as Servicer, from purchasing liability insurance to protect the Servicer, from, and hold it harmless against, Trustee against liability or losses occurring by reason of any and all losses, liabilities, damages, claims act or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith omission of the Trustee, and to the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. extent that such insurance is permissible under the Act. (b) The Trustee and any director, officer, employee or agent of is a party to this Agreement solely for the Trustee may rely and shall be protected purposes set forth in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and each Participating Plan, and to perform the payment acts set forth therein, and no obligation or duty shall be expected or required of the outstanding Certificatesit except as expressly stated in a Participating Plan or this Agreement.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the ServicerSeller, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations investments on which the bank serving as Trustee is amounts in the obligorCertificate Account). In addition, the Depositor, each of Seller and the Sellers and Servicer covenant and agree to indemnify the TrusteeTrustee and the Certificate Insurer, and the Seller covenants and agrees to indemnify the Servicer when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee. In the event that the Trustee (or the Servicer, when the Trustee is acting in such capacity) delivers written demand for indemnification pursuant to this Section 10.13 to the Seller and/or the Servicer, as applicable, and the Depositor Seller and the Servicer fail, within 30 days of the delivery of such demand, to reimburse the Trustee for any such loss, liability, damage, claim or expense (or to affirmatively assume in writing the defense of any action asserting liability of or claim against the Trustee and to provide to the Trustee reasonable evidence of the Seller's or the Servicer's, as the case may be, ability to pay for the defense of any such action and any resulting loss, liability, claim or expense), then such loss, liability, damage, claim or expense shall pay all amounts not otherwise paid pursuant be an obligation of the Trust, and the Trustee shall be entitled to Sections 2.05 and 7.06 be reimbursed therefor out of the Certificate Account as provided in Section 7.5(d) hereof. The Trustee and the Certificate Insurer and any director, officer, employee or agent of the Trustee thereof may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions Provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding CertificatesAgreement.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the ServicerSponsor, the Certificate Insurer Master Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of willful misconduct, negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Sponsor and Master Servicer covenant and agree to indemnify the Trustee, and when the Trustee is acting as Servicerits officers, the Servicerdirectors, employees and agents and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or willful misconduct, negligence, bad faith or reckless disregard of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellers, the Servicer, the Certificate Insurer 130 any Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as the Trustee is the obligor). In addition, the Depositor, each of Depositor and the Sellers and Servicer Trust covenant and agree to indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including reasonable legal fees and expenses) of whatsoever kind arising out of or in connection with the performance by the Trustee of its duties hereunder other than those resulting from the willful misconduct, malfeasance, negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid from the Trust pursuant to Sections 2.05 6.12 and 7.06 hereof7.06. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 11.12 shall survive the termination of this Agreement Agreement, the termination or resignation of the Trustee and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees employees, affiliates or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Insurer, the Depositor, either of the SellersSeller, the Servicer, the Certificate Insurer Master Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees employees, affiliates or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Distribution Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Seller and the Master Servicer covenant and agree to indemnify the TrusteeTrustee (and its directors, officers, employees, affiliates or agents), and when the Trustee is acting as Master Servicer, the Master Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, Trustee and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee employee, affiliate or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the SellersSeller, the Servicer, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Seller and Servicer covenant and agree to indemnify the Trustee and the Servicer (if the Servicer is also the Trustee, and when the Trustee is acting as Servicer, the Servicer, ) from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor Seller shall pay all amounts 114 121 not otherwise paid or reimbursed pursuant to Sections 2.05 2.05, 6.12 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Insurer, the Depositor, either of the Sellers, the Servicer, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers and Servicer covenant and agree to indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.115

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellers, the Servicer, the Certificate Insurer any Underlying Servicer or any Owner Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Distribution Account (except for any losses on obligations on which the bank serving as the Trustee is the obligor). In addition, the Depositor, each of Depositor and the Sellers and Servicer Trust covenant and agree to indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including reasonable legal fees and expenses) of whatsoever kind arising out of or in connection with the performance by the Trustee of its duties hereunder other than those resulting from the willful misconduct, malfeasance, negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid from the Trust pursuant to Sections 2.05 4.02 and 7.06 hereof6.05. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 8.12 shall survive the termination of this Agreement Agreement, the termination or resignation of the Trustee and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the Sellers, the Servicer, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments investment of amounts in the Certificate Account (except for any losses on obligations on which the bank Person serving as the Trustee is the obligor). In addition, the Depositor, each of the Sellers Depositor covenants and Servicer covenant and agree agrees to indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid or reimbursed pursuant to Sections 2.05 2.05, 7.06 and 7.06 10.07 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificateCertificate, notice or other document of any kind prima facie PRIMA FACIE properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the ServicerSponsor, the Certificate Insurer Master Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Sponsor and Master Servicer covenant and agree to indemnify the Trustee, and its officers, directors, employees and agents including, without limitation, when the Trustee is acting as Master Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the SellersSeller, the Servicer, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Seller and Servicer covenant and agree to indemnify the Trustee and the Servicer (if the Servicer is also the Trustee, and when the Trustee is acting as Servicer, the Servicer, ) from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor Seller shall pay all amounts not otherwise paid or reimbursed pursuant to Sections 2.05 2.05, 6.12 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.. 108

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the SellersSeller, the Servicer, the Certificate Insurer Servicer or any Owner Certificateholder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the DepositorTrustee, each and any director, officer, employee or agent of the Sellers and Servicer covenant and agree to indemnify the Trustee, shall be indemnified by the Trust Fund and when held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, in connection with any and all losses, liabilities, damages, claims claim or expenses (including legal fees and expenses) of whatsoever kind action or any pending or threatened claim or legal action arising out of or in connection with the performance acceptance or administration of its obligations and duties hereunder under this Agreement, other than those any loss, liability or expense (i) resulting from the negligence Servicer's actions or bad faith omissions in connection with this Agreement and the Mortgage Loans, (ii) resulting from the Depositor's actions or omissions in connection with this Agreement and the Mortgage Loans (iii) that constitutes a specific liability of the Trustee, and the Depositor shall pay all amounts not otherwise paid Trustee pursuant to Sections 2.05 this Agreement or (iv) incurred by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and 7.06 hereofduties hereunder. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the resignation or removal of the Trustee and the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the ServicerCompany, the Certificate Insurer Servicer or any 91 Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Company and Servicer covenant and agree to indemnify the TrusteeTrustee and the Certificate Insurer, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and the Certificate Insurer and any director, officer, employee or agent of the Trustee thereof may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie PRIMA FACIE properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions Provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding CertificatesAgreement.

Liability of the Trustee. Except as otherwise provided in this Section 2, in accepting the trust created hereby, Wilmington Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all persons having any claim against the Trustee by reason of the transactions contemplated by this Declaration and Agreement of Trust and any other agreement to which the Trust is a party shall look only to the Trust Estate for payment or satisfaction thereof. The Trustee shall not be liable in accordance herewith only or accountable hereunder or under any other agreement to which the extent Trust is a party, except for the Trustee’s gross negligence or willful misconduct. In particular, but not by way of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of limitation: (i) the Trustee shall be under any have no liability on any Certificate or otherwise to responsibility for the Depositorvalidity or sufficiency of this Declaration and Agreement of Trust or for the form, either character, genuineness, sufficiency, value or validity of the Sellers, the Servicer, the Certificate Insurer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, Trust Estate; (ii) the Trustee shall not be liable for losses on investments of amounts any actions taken or omitted to be taken by it in accordance with the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each instructions of the Sellers and Servicer covenant and agree to indemnify the Trustee, and when Managing Owner; (iii) the Trustee is acting as Servicer, shall not have any liability for the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims acts or expenses omissions of the Managing Owner; (including legal fees and expensesiv) of whatsoever kind arising out of or in connection with the Trustee shall not be liable for its failure to supervise the performance of any obligations of the Managing Owner, any commodity broker, any trading advisor, any selling agent, any additional selling agent, “wholesaler” selling agent or “correspondent” selling agent; (v) no provision of this Declaration and Agreement of Trust shall require the Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its duties rights or powers hereunder if the Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (vi) under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust arising under this Declaration and Agreement of Trust or any other agreements to which the Trust is a party; (vii) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Declaration and Agreement of Trust, or to institute, conduct or defend any litigation under this Declaration and Agreement of Trust or any other agreements to which the Trust is a party, at the request, order or direction of the Managing Owner or any Unitholders unless the Managing Owner or such Unitholders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; and (viii) notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than those resulting from in the negligence State of Delaware if the taking of such action will (a) require the consent or bad faith approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (b) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the Trustee, and date hereof other than the Depositor shall pay all amounts not otherwise paid pursuant State of Delaware becoming payable by the Trustee or (c) subject the Trustee to Sections 2.05 and 7.06 hereof. The personal jurisdiction other than in the State of Delaware for causes of action arising from personal acts unrelated to the consummation by the Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificatestransactions contemplated hereby.

Liability of the Trustee. (a) The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellers, the Servicer, the Certificate Insurer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts any act or omission undertaken in the Certificate Account (connection with its powers and duties under this Agreement, except for any losses willful misconduct or gross negligence by the Trustee. No Trustee shall be liable for actions or omissions of its predecessor Trustee or any successor Trustee. The Trustee shall not be liable in acting on obligations on which any notice, request, consent, certificate, instruction, or other paper or document or signature reasonably believed to be genuine and to have been signed by the bank serving as proper party. The Trustee is shall not be liable for any act or omission undertaken by the obligor)Custodian or any Program Agent in connection with this Agreement. In additionThe Trustee may consult with legal counsel, chosen with reasonable care, and any act or omission undertaken in good faith in accordance with the Depositor, each opinion of such legal counsel shall not result in any liability of the Sellers and Servicer covenant and agree to Trustee. (b) The Holding Company will indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless againsteach Indemnified Party, without duplication, from and against any and all losses, liabilitiesclaims, damages, claims or losses, liability, obligations, actions, suits, costs, disbursements and expenses (including legal including, but not limited to, reasonable fees and expensesexpenses of counsel) of whatsoever kind incurred by any Indemnified Party, in any way relating to or arising out of or in connection with or by reason of any investigation, litigation or proceeding arising out of this Agreement, the performance Trust Shares, the administration of its duties hereunder other than those resulting from this Agreement or the negligence action or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent inaction of the Trustee may rely and or the Custodian hereunder, except to the extent such claim, damage, loss, liability, obligation, action, suit, cost, disbursement or expense results from such Indemnified Party's gross negligence or willful misconduct. The indemnity set forth in this Section 8.9 shall be protected in acting addition to any other obligation or refraining from acting in good faith on any certificate, notice liabilities of the Holding Company hereunder or other document of any kind prima facie properly executed at common law or otherwise and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement Agreement. (c) Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) in its own capacity and not as Trustee, require the payment consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) in its own capacity and not as Trustee, result in any fee, tax or other governmental charge becoming payable by the Trustee under the laws of any jurisdiction or any political subdivision thereof other than the State of Delaware; or (iii) subject the Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the outstanding Certificatestransactions by the Trustee contemplated hereby.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the Sellers, the ServicerCertificate Insurer, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Depositor and Servicer CHEC covenant and agree to indemnify the Trustee and the Servicer (if the Servicer is also the Trustee) and their officers, directors, agents and when the Trustee is acting as Servicer, the Servicer, employees from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereoffaith. The Trustee and any director, officer, employee or agent of the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie PRIMA FACIE properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the resignation or removal of the Trustee, termination of this Agreement and the payment of the outstanding Certificates. When the Trustee incurs expenses or provides services after the occurrence of a default and the commencement of a voluntary or involuntary case under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law involving the Sellers or the Servicer, the expenses and fees for such services are intended to constitute expenses of administration under such laws.

Liability of the Trustee. (a) The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellers, the Servicer, the Certificate Insurer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts any act or omission undertaken in the Certificate Account (connection with its powers and duties under this Trust Agreement, except for any losses on obligations on which willful misconduct or gross negligence by the bank serving as Trustee is Trustee. If there be more than one trustee at the obligor). In additiontime of any such willful misconduct or gross negligence, the Depositorliability of such trustees shall be joint and several. No Trustee shall be liable for actions or omissions of its predecessor Trustee or any successor Trustee. The Trustee shall not be liable in acting on any notice, each request, consent, certificate, instruction, or other paper or document or signature reasonably believed to be genuine and to have been signed by the proper party. The Trustee may consult with legal counsel, chosen with reasonable care, and any act or omission undertaken in good faith in accordance with the opinion of such legal counsel shall not result in any liability of the Sellers and Servicer covenant and agree to Trustee. (b) The Company will indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless againsteach Indemnified Party, without duplication, from and against any and all losses, liabilitiesclaims, damages, claims or losses, liability, obligations, actions, suits, costs, disbursements and expenses (including legal including, but not limited to, reasonable fees and expensesexpenses of counsel) of whatsoever kind incurred by any Indemnified Party, in any way relating to or arising out of or in connection with or by reason of any investigation, litigation or proceeding arising out of this Trust Agreement, the performance Trust Shares, the administration of its duties hereunder other than those resulting from this Trust Agreement or the negligence action or bad faith inaction of the Trustee, and except to the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereofextent such claim, damage, loss, liability, obligation, action, suit, cost, disbursement or expense results from such Indemnified Party's gross negligence or willful misconduct. The Trustee and indemnity set forth in this Section 6.9 shall be in addition to any director, officer, employee other obligation or agent liabilities of the Trustee may rely Company hereunder or at common law or otherwise and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement Trust Agreement. (c) Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) in its own capacity and not as Trustee, require the payment consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) in its own capacity and not as Trustee, result in any fee, tax or other governmental charge becoming payable by the Trustee under the laws of any jurisdiction or any political subdivision thereof other than the State of Delaware; or (iii) subject the Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the outstanding Certificatestransactions by the Trustee contemplated hereby.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the SellersSeller, the Servicer, the Certificate Insurer Master Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Seller and Master Servicer covenant and agree to indemnify the Trustee and the Master Servicer (if the Master Servicer is also the Trustee, and when the Trustee is acting as Servicer, the Servicer, ) from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including reasonable legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor Seller shall pay all amounts not otherwise paid or reimbursed pursuant to Sections 2.05 2.05, 6.12 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Except during the continuance of an Event of Servicer Default, the Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the ServicerUnaffiliated Seller, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of Unaffiliated Seller and the Sellers and Servicer covenant and agree to indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including all reasonable and documented legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Outstanding Certificates.

Liability of the Trustee. The Except during the continuance of an Event of Default, the Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellersany Account, the Seller, the Master Servicer, any Sub-Servicer, the Certificate Insurer Transferor or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents 111 Trustee or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct bad faith in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate any Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Seller covenants and Servicer covenant and agree agrees to indemnify the Trustee, and when the Trustee is acting as Master Servicer, the Trustee in its capacity as Master Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including reasonable and documented legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Insurer, the Depositor, either of the Sellers, the Servicer, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers and Servicer covenant and agree to indemnify the Trustee, and when the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.102

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the Sellers, the Servicer, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Depositor and Servicer CHEC covenant and agree to indemnify the Trustee and the Servicer (if the Servicer is also the Trustee) and their officers, directors, agents and when the Trustee is acting as Servicer, the Servicer, employees from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereoffaith. The Trustee and any director, officer, employee or agent of the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting in good faith on any certificateCertificate, notice or other document of any kind prima facie PRIMA FACIE properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates. When the Trustee incurs expenses or provides services after the occurrence of a default and the commencement of a voluntary or involuntary case under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law involving on the Sellers or the Servicer, the expenses and fees for such services are intended to constitute expenses of administration under such laws.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the SellersSeller, the Master Servicer, the Servicer, the Certificate Insurer Special Servicer, the Guarantor or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Master Servicer and Servicer the Seller covenant and agree to indemnify the TrusteeTrustee and its employees, officers, directors and when agents in its capacity as Trustee and not as successor Servicer or successor Special Servicer (unless resulting from failure of the Trustee is acting as Servicer, the Servicerrelated predecessor Servicer or predecessor Special Servicer to perform in accordance with this Agreement), from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its the Trustee's duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 7.05 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement Agreement, the resignation or removal of the Trustee hereunder and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the SellersSeller, the Servicer, the Certificate Insurer Servicers or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of Depositor and the Sellers and Servicer Seller covenant and agree to indemnify the Trustee, Trustee in its capacity as Trustee and when not as successor Servicer (unless resulting from failure of the Trustee is acting as Servicer, the Servicerrelated predecessor Servicer to perform in accordance with this Agreement), from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its the Trustee's duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. 131 138 The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Trustee shall be liable in accordance herewith only have no liability under and no duty to inquire as to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the Sellers, the Servicer, the Certificate Insurer or any Owner for any action taken or for refraining from the taking provisions of any action in good faith pursuant to agreement other than this Agreement, including any other agreement between any or for errors in judgment; provided, however, that this provision shall not protect all of the Trustee, its directors, officers, employees or agents parties hereto or any such Person against any liability which would otherwise other persons even though reference thereto may be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereundermade herein. Subject to the foregoing sentence, the The Trustee shall not be liable for losses on investments any action taken or omitted by it in good faith with the exercise of amounts due professional care except to the extent that a court of competent jurisdiction determines that the Trustee’s gross negligence or willful misconduct was the primary cause of any loss to NC. The Trustee’s sole responsibility shall be for the safekeeping and disbursement of the Trust Funds in accordance with the Certificate Account (except for terms of this Agreement. The Trustee shall have no implied duties or obligations and shall not be charged with knowledge or notice of any losses on obligations on fact or circumstance not specifically set forth herein. The Trustee may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the bank serving as Trustee is in good faith shall believe to be genuine and to have been signed or presented by the obligor)person or parties purporting to sign the same. In additionno event shall the Trustee be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if the Depositor, each Trustee has been advised of the Sellers likelihood of such loss or damage and Servicer covenant and agree regardless of the form of action. The Trustee shall not be responsible for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to indemnify acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations superimposed after the Trusteefact, and when the fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. The Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, shall not be obligated to take any and all losses, liabilities, damages, claims legal action or expenses (including legal fees and expenses) of whatsoever kind arising out of or commence any proceeding in connection with the performance Trust Funds, any account in which Trust Funds are deposited, this Agreement, or to appear in, prosecute or defend any such legal action or proceeding. The Trustee may consult one (1) primary legal counsel selected by it (and, if necessary, one (1) local counsel) in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder other than those resulting hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instruction of such counsel; provided that such opinion or instruction is provided in good faith and such action does not constitute gross negligence or bad faith willful misconduct on the part of the Trustee, as determined by a final order of a court of competent jurisdiction. Nestron US shall promptly pay, upon demand, the reasonable and documented fees and expenses of one (1) such primary counsel (and, if necessary, one (1) local counsel). Nestron US agrees to perform or procure the Depositor shall pay performance of all amounts not otherwise paid pursuant to Sections 2.05 further acts and 7.06 hereof. The Trustee things, and any directorexecute and deliver such further documents, officer, employee as may be required by law or agent of the as Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of reasonably require to carry out its duties under this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding CertificatesAgreement.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Depositor, either of the SellersSeller, the Servicer, the Certificate Insurer Servicer or any Owner Certificateholder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the DepositorTrustee, each and any director, officer, employee or agent of the Sellers and Servicer covenant and agree to indemnify the Trustee, shall be indemnified by the Trust and when held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee is acting as Servicer, the Servicer, from, and hold it harmless against, in connection with any and all losses, liabilities, damages, claims claim or expenses (including legal fees and expenses) of whatsoever kind action or any pending or threatened claim or legal action arising out of or in connection with the performance acceptance or administration of its obligations and duties hereunder under this Agreement, other than those any loss, liability or expense (i) resulting from the negligence Servicer's actions or bad faith omissions in connection with this Agreement and the Mortgage Loans, (ii) resulting from the Depositor's actions or omissions in connection with this Agreement and the Mortgage Loans (iii) that constitutes a specific liability of the Trustee, and the Depositor shall pay all amounts not otherwise paid Trustee pursuant to Sections 2.05 this Agreement or (iv) incurred by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and 7.06 hereofduties hereunder. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the resignation or removal of the Trustee and the termination of this Agreement and the payment of the outstanding Certificates.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Account, the Depositor, either of the Sellers, the ServicerCertificate Insurer, the Certificate Insurer Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers Depositor and Servicer CHEC covenant and agree to indemnify the Trustee and the Servicer (if the Servicer is also the Trustee) and their officers, directors, agents and when the Trustee is acting as Servicer, the Servicer, employees from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including legal fees and expenses) of whatsoever kind arising out of or in connection with the performance of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereoffaith. The Trustee and any director, officer, employee or agent of the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the resignation or removal of the Trustee, termination of this Agreement and the payment of the outstanding Certificates. When the Trustee incurs expenses or provides services after the occurrence of a default and the commencement of a voluntary or involuntary case under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law involving the Sellers or the Servicer, the expenses and fees for such services are intended to constitute expenses of administration under such laws.

Liability of the Trustee. The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Trustee herein. Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee shall be under any liability on any Certificate or otherwise to the Certificate Insurer, the Depositor, either of the Sellers, the Servicer, the Certificate Insurer Master Servicer or any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Trustee, its directors, officers, employees or agents or any such Person against any liability which would otherwise be imposed by reason of negligent action, negligent failure to act or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Subject to the foregoing sentence, the Trustee shall not be liable for losses on investments of amounts in the Certificate Distribution Account (except for any losses on obligations on which the bank serving as Trustee is the obligor). In addition, the Depositor, each of the Sellers and Servicer covenant and agree to indemnify the TrusteeMaster Servicer, and when severally, hereby indemnifies the Trustee is acting as Servicer, the Servicer, from, and hold holds it harmless against, any and all losses, liabilities, damages, claims or expenses (including reasonable legal fees and expenses) of whatsoever kind arising out of or in connection with the performance by such party of its duties hereunder other than those resulting from the negligence or bad faith of the Trustee, and the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05 and 7.06 hereof. The Trustee and any director, officer, employee or agent of the Trustee may rely and shall be protected in acting or refraining from acting in good faith on any certificate, notice or other document of any kind prima facie properly executed and submitted by the Authorized Officer of any Person respecting any matters arising hereunder. The provisions of this Section 10.13 shall survive the termination of this Agreement and the payment of the outstanding Certificates.