Common use of Reliance; Limitation of Duties Clause in Contracts

Reliance; Limitation of Duties. Except as otherwise provided in Section 10.1: (a) Unless a Guarantor Event of Default has occurred and has not been cured, the Trustee is entitled to rely on any direction rendered to it by any of the Issuer, Master Servicer (unless there is then an existing Servicing Event of Default that has not been cured) or Guarantor in exercising its rights pursuant to the terms of the Trust Documents without inquiry as to the propriety or validity of the direction, and will be protected in acting on such direction; (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of the Trust Documents, will examine them to determine whether they appear to conform prima facie to the requirements of the Trust Documents. If any such instrument is found not to conform prima facie to the requirements of the Trust Documents in any material respect, the Trustee will take whatever action it deems appropriate to have the instrument corrected in all material respects to the Trustee’s satisfaction. Unless the Trustee has actual knowledge to the contrary, the Trustee will be entitled to rely, without further inquiry, on the apparent authority of the signer of any document, and upon the representation of the Person submitting documents to it (including the Issuer, the Master Servicer, the Guarantor, any Seller, any Direct Servicer, any Subservicer, any Custodian and any attorney or accounting professional or other adviser (including an attorney, accounting professional or adviser employed by the Issuer, Master Servicer, Guarantor or Trustee)) that the document is genuine, which representation will be deemed given by the process of submitting the documents to the Trustee in the ordinary course of business. If the Trustee is acting in good faith, the Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions or advice expressed in any certificates or opinions that are furnished to the Trustee and that conform to the requirements of the Trust Documents. Except if there is a pending request to investigate as provided in paragraph (e) of this Subsection 10.2(1), the Trustee may request and if acting in good faith rely upon, and will be protected in acting or refraining from acting upon, any resolution, officers’ certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document prima facie in proper form and believed by it to be genuine and to have been signed or presented by the proper party; (c) The Trustee may consult with attorneys, accounting professionals and other advisers (including attorneys, accounting professionals and advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) with respect to any action taken or allowed to occur or omitted by it under the Trust Documents in good faith. If the Trustee is acting in good faith, any advice received from attorneys, accounting professionals or other advisers (including from attorneys, accounting professionals or other advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) will be full and complete authorization and protection from liability as to any act or omission in accordance with such advice; (d) The Trustee will not be obligated to exercise any of the trusts or powers vested in it by the Trust Documents or to institute, conduct or defend any litigation under or in relation to the Trust Documents at the request, order or direction of any Holder or, if the Trustee is someone other than the Guarantor, at the request, order or direction of the Guarantor, pursuant to the provisions of the Trust Documents, unless such Holders or the Guarantor, as the case may be, have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that it may incur; and (e) Prior to the occurrence of a Guarantor Event of Default and after all previously existing Guarantor Events of Default have been cured, the Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, as permitted by the Trust Documents, unless requested in writing so to do by (i) the Guarantor or (ii) Holders representing at least 25% of the Voting Rights of the related Trust (determined in accordance with Section 14.1); provided, however, that in either case, within a reasonable time the Guarantor or such Holders, as the case may be, have provided the Trustee with reasonable indemnification for costs, expenses or liabilities likely to be incurred by it in the making of such investigation if, in the opinion of the Trustee, the Trustee is not reasonably assured by the security afforded to it otherwise by the terms of the Trust Documents.

Reliance; Limitation of Duties. Except as otherwise provided in Section 10.18.02: (ai) Unless a Guarantor Event of Default has occurred and has not been cured, the Trustee is entitled to rely on any direction rendered to it by any of the Issuer, Master Servicer (unless there is then an existing Servicing Event of Default that has not been cured) Issuer or the Guarantor in exercising its rights pursuant to the terms of the Trust Documents without inquiry as to the propriety or validity of the direction, and will be protected in acting on such direction; (bii) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of the Trust Documents, will examine them to determine whether they appear to conform prima facie to the requirements of the Trust Documents. If any such instrument is found not to conform prima facie to the requirements of the Trust Documents in any material respect, the Trustee will take whatever action it deems appropriate to have the instrument corrected in all material respects to the Trustee’s satisfaction. Unless the Trustee has actual knowledge to the contrary, the Trustee will be entitled to rely, without further inquiry, on the apparent authority of the signer of any document, and upon the representation of the Person submitting documents to it (including the Issuer, the Master Servicer, the Guarantor, any Seller, any Direct Servicer, any Subservicer, any Custodian Guarantor and any attorney or attorney, accounting professional or other adviser (including an attorney, accounting professional or other adviser employed by the Issuer, Master Servicer, the Guarantor or the Trustee)) that the document is genuine, which representation will be deemed given by the process of submitting the documents to the Trustee in the ordinary course of business. If the Trustee is acting in good faith, the Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions or advice expressed in any certificates or opinions that are furnished to the Trustee and that conform to the requirements of the Trust Documents. Except if there is a pending request to investigate as provided in paragraph (ev) of this Subsection 10.2(1Section 8.03(a), the Trustee may request and and, if acting in good faith faith, rely upon, and will be protected in acting or refraining from acting upon, any resolution, officers’ certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document prima facie in proper form and believed by it to be genuine and to have been signed or presented by the proper party; (ciii) The Trustee may consult with attorneys, accounting professionals and other advisers (including attorneys, accounting professionals and advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) with respect to any action taken or allowed to occur or omitted by it under the Trust Documents in good faith. If the Trustee is acting in good faith, any advice received from attorneys, accounting professionals or other advisers (including from attorneys, accounting professionals or other advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) will be full and complete authorization and protection from liability as to any act or omission in accordance with such advice; (div) The Trustee will not be obligated to exercise any of the trusts or powers vested in it by the Trust Documents or to institute, conduct or defend any litigation under or in relation to the Trust Documents at the request, order or direction of any Holder or, if the Trustee is someone other than the Guarantor, at the request, order or direction of the Guarantor, pursuant to the provisions of the Trust Documents, unless such Holders or the Guarantor, as the case may be, have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that it may incur; and (ev) Prior to the occurrence of a Guarantor Event of Default and after all previously existing Guarantor Events of Default have been cured, the Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, as permitted by the Trust Documents, unless requested in writing so to do by (i) the Guarantor or (ii) Holders of Certificates representing at least 25% of the Voting Rights of the related Trust (determined in accordance with Section 14.1)Issue; provided, however, that in either case, within a reasonable time the Guarantor or such Holders, as the case may be, have provided the Trustee with reasonable indemnification for costs, expenses or liabilities likely to be incurred by it in the making of such investigation if, in the opinion of the Trustee, the Trustee is not reasonably assured by the security afforded to it otherwise by the terms of the Trust Documents.

Reliance; Limitation of Duties. Except as otherwise provided in Section 10.1:10.1:‌ (a) Unless a Guarantor Event of Default has occurred and has not been cured, the Trustee is entitled to rely on any direction rendered to it by any of the Issuer, Master Servicer (unless there is then an existing Servicing Event of Default that has not been cured) or Guarantor in exercising its rights pursuant to the terms of the Trust Documents without inquiry as to the propriety or validity of the direction, and will be protected in acting on such direction; (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of the Trust Documents, will examine them to determine whether they appear to conform prima facie to the requirements of the Trust Documents. If any such instrument is found not to conform prima facie to the requirements of the Trust Documents in any material respect, the Trustee will take whatever action it deems appropriate to have the instrument corrected in all material respects to the Trustee’s satisfaction. Unless the Trustee has actual knowledge to the contrary, the Trustee will be entitled to rely, without further inquiry, on the apparent authority of the signer of any document, and upon the representation of the Person submitting documents to it (including the Issuer, the Master Servicer, the Guarantor, any Seller, any Direct Primary Servicer, any Subservicer, any Custodian and any attorney or accounting professional or other adviser (including an attorney, accounting professional or adviser employed by the Issuer, Master Servicer, Guarantor or Trustee)) that the document is genuine, which representation will be deemed given by the process of submitting the documents to the Trustee in the ordinary course of business. If the Trustee is acting in good faith, the Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions or advice expressed in any certificates or opinions that are furnished to the Trustee and that conform to the requirements of the Trust Documents. Except if there is a pending request to investigate as provided in paragraph (e) of this Subsection 10.2(1), the Trustee may request and if acting in good faith rely upon, and will be protected in acting or refraining from acting upon, any resolution, officers’ certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document prima facie in proper form and believed by it to be genuine and to have been signed or presented by the proper party; (c) The Trustee may consult with attorneys, accounting professionals and other advisers (including attorneys, accounting professionals and advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) with respect to any action taken or allowed to occur or omitted by it under the Trust Documents in good faith. If the Trustee is acting in good faith, any advice received from attorneys, accounting professionals or other advisers (including from attorneys, accounting professionals or other advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) will be full and complete authorization and protection from liability as to any act or omission in accordance with such advice; (d) The Trustee will not be obligated to exercise any of the trusts or powers vested in it by the Trust Documents or to institute, conduct or defend any litigation under or in relation to the Trust Documents at the request, order or direction of any Holder or, if the Trustee is someone other than the Guarantor, at the request, order or direction of the Guarantor, pursuant to the provisions of the Trust Documents, unless such Holders or the Guarantor, as the case may be, have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that it may incur; and (e) Prior to the occurrence of a Guarantor Event of Default and after all previously existing Guarantor Events of Default have been cured, the Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, as permitted by the Trust Documents, unless requested in writing so to do by (i) the Guarantor or (ii) Holders representing at least 25% of the Voting Rights of the related Trust (determined in accordance with Section 14.1); provided, however, that in either case, within a reasonable time the Guarantor or such Holders, as the case may be, have provided the Trustee with reasonable indemnification for costs, expenses or liabilities likely to be incurred by it in the making of such investigation if, in the opinion of the Trustee, the Trustee is not reasonably assured by the security afforded to it otherwise by the terms of the Trust Documents.

Reliance; Limitation of Duties. Except as otherwise provided in Section 10.19.02: (ai) Unless a Guarantor Event of Default has occurred and has not been cured, the Trustee is entitled to rely on any direction rendered to it by any of the Issuer, Master Servicer (unless there is then an existing Servicing Event of Default that has not been cured) Issuer or the Guarantor in exercising its rights pursuant to the terms of the Trust Documents without inquiry as to the propriety or validity of the direction, and will be protected in acting on such direction; (bii) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of the Trust Documents, will examine them to determine whether they appear to conform prima facie to the requirements of the Trust Documents. If any such instrument is found not to conform prima facie to the requirements of the Trust Documents in any material respect, the Trustee will take whatever action it deems appropriate to have the instrument corrected in all material respects to the Trustee’s satisfaction. Unless the Trustee has actual knowledge to the contrary, the Trustee will be entitled to rely, without further inquiry, on the apparent authority of the signer of any document, and upon the representation of the Person submitting documents to it (including the Issuer, the Master Servicer, the Guarantor, any Seller, any Direct Servicer, any Subservicer, any Custodian Guarantor and any attorney or attorney, accounting professional or other adviser (including an attorney, accounting professional or other adviser employed by the Issuer, Master Servicer, the Guarantor or the Trustee)) that the document is genuine, which representation will be deemed given by the process of submitting the documents to the Trustee in the ordinary course of business. If the Trustee is acting in good faith, the Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions or advice expressed in any certificates or opinions that are furnished to the Trustee and that conform to the requirements of the Trust Documents. Except if there is a pending request to investigate as provided in paragraph (e) of this Subsection 10.2(19.03(a)(v), the Trustee may request and and, if acting in good faith faith, rely upon, and will be protected in acting or refraining from acting upon, any resolution, officers’ certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document prima facie in proper form and believed by it to be genuine and to have been signed or presented by the proper party; (ciii) The Trustee may consult with attorneys, accounting professionals and other advisers (including attorneys, accounting professionals and advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) with respect to any action taken or allowed to occur or omitted by it under the Trust Documents in good faith. If the Trustee is acting in good faith, any advice received from attorneys, accounting professionals or other advisers (including from attorneys, accounting professionals or other advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) will be full and complete authorization and protection from liability as to any act or omission in accordance with such advice; (div) The Trustee will not be obligated to exercise any of the trusts or powers vested in it by the Trust Documents or to institute, conduct or defend any litigation under or in relation to the Trust Documents at the request, order or direction of any Holder or, if the Trustee is someone other than the Guarantor, at the request, order or direction of the Guarantor, pursuant to the provisions of the Trust Documents, unless such Holders or the Guarantor, as the case may be, have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that it may incur; and (ev) Prior to the occurrence of a Guarantor Event of Default with respect to a Series and after all previously existing Guarantor Events of Default have been cured, the Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, as permitted by the Trust Documents, unless requested in writing so to do by (iA) the Guarantor or (iiB) Holders representing at least 25% of the Voting Rights of the related Trust (determined in accordance with Section 14.1)any Class of that Series; provided, however, that in either case, within a reasonable time the Guarantor or such Holders, as the case may be, have provided the Trustee with reasonable indemnification for costs, expenses or liabilities likely to be incurred by it in the making of such investigation if, in the opinion of the Trustee, the Trustee is not reasonably assured by the security afforded to it otherwise by the terms of the Trust Documents.

Reliance; Limitation of Duties. Except as otherwise provided in Section 10.18.02: (ai) Unless a Guarantor Event of Default has occurred and has not been cured, the Trustee is entitled to rely on any direction rendered to it by any of the Issuer, Master Servicer (unless there is then an existing Servicing Event of Default that has not been cured) Issuer or the Guarantor in exercising its rights pursuant to the terms of the Trust Documents without inquiry as to the propriety or validity of the direction, and will be protected in acting on such direction; (bii) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of the Trust Documents, will examine them to determine whether they appear to conform prima facie to the requirements of the Trust Documents. If any such instrument is found not to conform prima facie to the requirements of the Trust Documents in any material respect, the Trustee will take whatever action it deems appropriate to have the instrument corrected in all material respects to the Trustee’s satisfaction. Unless the Trustee has actual knowledge to the contrary, the Trustee will be entitled to rely, without further inquiry, on the apparent authority of the signer of any document, and upon the representation of the Person submitting documents to it (including the Issuer, the Master Servicer, the Guarantor, any Seller, any Direct Servicer, any Subservicer, any Custodian Guarantor and any attorney or attorney, accounting professional or other adviser (including an attorney, accounting professional or other adviser employed by the Issuer, Master Servicer, the Guarantor or the Trustee)) that the document is genuine, which representation will be deemed given by the process of submitting the documents to the Trustee in the ordinary course of business. If the Trustee is acting in good faith, the Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions or advice expressed in any certificates or opinions that are furnished to the Trustee and that conform to the requirements of the Trust Documents. Except if there is a pending request to investigate as provided in paragraph (ev) of this Subsection 10.2(1Section 8.03(a), the Trustee may request and and, if acting in good faith faith, rely upon, and will be protected in acting or refraining from acting upon, any resolution, officers’ certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document prima facie in proper form and believed by it to be genuine and to have been signed or presented by the proper party; (ciii) The Trustee may consult with attorneys, accounting professionals and other advisers (including attorneys, accounting professionals and advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) with respect to any action taken or allowed to occur or omitted by it under the Trust Documents in good faith. If the Trustee is acting in good faith, any advice received from attorneys, accounting professionals or other advisers (including from attorneys, accounting professionals or other advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) will be full and complete authorization and protection from liability as to any act or omission in accordance with such advice; (div) The Trustee will not be obligated to exercise any of the trusts or powers vested in it by the Trust Documents or to institute, conduct or defend any litigation under or in relation to the Trust Documents at the request, order or direction of any Holder or, if the Trustee is someone other than the Guarantor, at the request, order or direction of the Guarantor, pursuant to the provisions of the Trust Documents, unless such Holders or the Guarantor, as the case may be, have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that it may incur; and (ev) Prior to the occurrence of a Guarantor Event of Default and after all previously existing Guarantor Events of Default have been cured, the Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, as permitted by the Trust Documents, unless requested in writing so to do by (i) the Guarantor or (ii) Holders of Certificates representing at least 25% of the Voting Rights of the any related Trust (determined in accordance with Section 14.1)Class; provided, however, that in either case, within a reasonable time the Guarantor or such Holders, as the case may be, have provided the Trustee with reasonable indemnification for costs, expenses or liabilities likely to be incurred by it in the making of such investigation if, in the opinion of the Trustee, the Trustee is not reasonably assured by the security afforded to it otherwise by the terms of the Trust Documents.

Reliance; Limitation of Duties. Except as otherwise provided in Section 10.17.02: (ai) Unless a Guarantor Event of Default has occurred and has not been cured, the Trustee is entitled to rely on any direction rendered to it by any of the Issuer, Master Servicer (unless there is then an existing Servicing Event of Default that has not been cured) Issuer or the Guarantor in exercising of its rights pursuant to the terms of the Trust Documents without inquiry as to the propriety or validity of the direction, and will be protected in acting on such direction; (bii) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of the Trust Documents, will examine them to determine whether they appear to conform prima facie to the requirements of the Trust Documents. If any such instrument is found not to conform prima facie to the requirements of the Trust Documents in any material respect, the Trustee will take whatever action it deems appropriate to have the instrument corrected in all material respects to the Trustee’s satisfaction. Unless the Trustee has actual knowledge to the contrary, the Trustee will be entitled to rely, without further inquiry, on the apparent authority of the signer of any document, and upon the representation of the Person submitting documents to it (including the Issuer, the Master Servicer, the Guarantor, any Seller, any Direct Servicer, any Subservicer, any Custodian Guarantor and any attorney or attorney, accounting professional or other adviser (including an attorney, accounting professional or other adviser employed by the Issuer, Master Servicer, the Guarantor or the Trustee)) that the document is genuine, which representation will be deemed given by the process of submitting the documents to the Trustee in the ordinary course of business. If the Trustee is acting in good faith, the Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions or advice expressed in any certificates or opinions that are furnished to the Trustee and that conform to the requirements of the Trust Documents. Except if there is a pending request to investigate as provided in paragraph (e) of this Subsection 10.2(17.03(a)(v), the Trustee may request and and, if acting in good faith faith, rely upon, and will be protected in acting or refraining from acting upon, any resolution, officers’ certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document prima facie in proper form and believed by it to be genuine and to have been signed or presented by the proper party; (ciii) The Trustee may consult with attorneys, accounting professionals and other advisers (including attorneys, accounting professionals and advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) with respect to any action taken or allowed to occur or omitted by it under the Trust Documents in good faith. If the Trustee is acting in good faith, any advice received from attorneys, accounting professionals or other advisers (including from attorneys, accounting professionals or other advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) will be full and complete authorization and protection from liability as to any act or omission in accordance with such advice; (d) The Trustee will not be obligated to exercise any of the trusts or powers vested in it by the Trust Documents or to institute, conduct or defend any litigation under or in relation to the Trust Documents at the request, order or direction of any Holder or, if the Trustee is someone other than the Guarantor, at the request, order or direction of the Guarantor, pursuant to the provisions of the Trust Documents, unless such Holders or the Guarantor, as the case may be, have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that it may incur; and (e) Prior to the occurrence of a Guarantor Event of Default and after all previously existing Guarantor Events of Default have been cured, the Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, as permitted by the Trust Documents, unless requested in writing so to do by (i) the Guarantor or (ii) Holders representing at least 25% of the Voting Rights of the related Trust (determined in accordance with Section 14.1); provided, however, that in either case, within a reasonable time the Guarantor or such Holders, as the case may be, have provided the Trustee with reasonable indemnification for costs, expenses or liabilities likely to be incurred by it in the making of such investigation if, in the opinion of the Trustee, the Trustee is not reasonably assured by the security afforded to it otherwise by the terms of the Trust Documents.advisers

Reliance; Limitation of Duties. Except as otherwise provided in Section 10.18.02: (ai) Unless a Guarantor Event of Default has occurred and has not been cured, the Trustee is entitled to rely on any direction rendered to it by any of the Issuer, Master Servicer (unless there is then an existing Servicing Event of Default that has not been cured) Issuer or the Guarantor in exercising its rights pursuant to the terms of the Trust Documents without inquiry as to the propriety or validity of the direction, and will be protected in acting on such direction; (bii) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of the Trust Documents, will examine them to determine whether they appear to conform prima facie to the requirements of the Trust Documents. If any such instrument is found not to conform prima facie to the requirements of the Trust Documents in any material respect, the Trustee will take whatever action it deems appropriate to have the instrument corrected in all material respects to the Trustee’s satisfaction. Unless the Trustee has actual knowledge to the contrary, the Trustee will be entitled to rely, without further inquiry, on the apparent authority of the signer of any document, and upon the representation of the Person submitting documents to it (including the Issuer, the Master Servicer, the Guarantor, any Seller, any Direct Servicer, any Subservicer, any Custodian Guarantor and any attorney or attorney, accounting professional or other adviser (including an attorney, accounting professional or other adviser employed by the Issuer, Master Servicer, the Guarantor or the Trustee)) that the document is genuine, which representation will be deemed given by the process of submitting the documents to the Trustee in the ordinary course of business. If the Trustee is acting in good faith, the Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions or advice expressed in any certificates or opinions that are furnished to the Trustee and that conform to the requirements of the Trust Documents. Except if there is a pending request to investigate as provided in paragraph (ev) of this Subsection 10.2(1Section 8.03(a), the Trustee may request and and, if acting in good faith faith, rely upon, and will be protected in acting or refraining from acting upon, any resolution, officers’ certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document prima facie in proper form and believed by it to be genuine and to have been signed or presented by the proper party; (ciii) The Trustee may consult with attorneys, accounting professionals and other advisers (including attorneys, accounting professionals and advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) with respect to any action taken or allowed to occur or omitted by it under the Trust Documents in good faith. If the Trustee is acting in good faith, any advice received from attorneys, accounting professionals or other advisers (including from attorneys, accounting professionals or other advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) will be full and complete authorization and protection from liability as to any act or omission in accordance with such advice; (div) The Trustee will not be obligated to exercise any of the trusts or powers vested in it by the Trust Documents or to institute, conduct or defend any litigation under or in relation to the Trust Documents at the request, order or direction of any Holder or, if the Trustee is someone other than the Guarantor, at the request, order or direction of the Guarantor, pursuant to the provisions of the Trust Documents, unless such Holders or the Guarantor, as the case may be, have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that it may incur; and (ev) Prior to the occurrence of a Guarantor Event of Default and after all previously existing Guarantor Events of Default have been cured, the Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, as permitted by the Trust Documents, unless requested in writing so to do by (i) the Guarantor or (ii) Holders of Certificates representing at least 25% of the Voting Rights of the any related Trust (determined in accordance with Section 14.1)Series; provided, however, that in either case, within a reasonable time the Guarantor or such Holders, as the case may be, have provided the Trustee with reasonable indemnification for costs, expenses or liabilities likely to be incurred by it in the making of such investigation if, in the opinion of the Trustee, the Trustee is not reasonably assured by the security afforded to it otherwise by the terms of the Trust Documents.

Reliance; Limitation of Duties. Except as otherwise provided in Section 10.1: (ai) Unless a Guarantor Event of Default has occurred and has not been cured, the The Trustee is entitled to rely on any direction rendered to it by any of the Issuer, Master Servicer (unless there is then an existing Servicing Event of Default that has not been cured) or Guarantor Xxxxxx Xxx in exercising its rights pursuant to the terms of the I-Trust Documents without inquiry as to the propriety or validity of the direction, and will be protected in acting on such direction; (bii) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of the I-Trust Documents, will examine them to determine whether they appear to conform prima facie to the requirements of the I-Trust Documents. If any such instrument is found not to conform prima facie to the requirements of the I-Trust Documents in any material respect, the Trustee will take whatever action it deems appropriate to have the instrument corrected in all material respects to the Trustee’s satisfaction. Unless the Trustee has actual knowledge to the contrary, the Trustee will be entitled to rely, without further inquiry, on the apparent authority of the signer of any document, and upon the representation of the Person submitting documents to it (including the Issuer, the Master Servicer, the Guarantor, any Seller, any Direct Servicer, any Subservicer, any Custodian Xxxxxx Mae and any attorney or attorney, accounting professional or other adviser (including an attorney, accounting professional or other adviser employed by Xxxxxx Xxx or the Issuer, Master Servicer, Guarantor or Trustee)) that the document is genuine, which representation will be deemed given by the process of submitting the documents to the Trustee in the ordinary course of business. If the Trustee is acting in good faith, the Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions or advice expressed in any certificates or opinions that are furnished to the Trustee and that conform to the requirements of the I-Trust Documents. Except if there is a pending request to investigate as provided in paragraph (e) of this Subsection 10.2(1), the The Trustee may request and and, if acting in good faith faith, rely upon, and will be protected in acting or refraining from acting upon, any resolution, officers’ certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document prima facie in proper form and believed by it to be genuine and to have been signed or presented by the proper party; (ciii) The Trustee may consult with attorneys, accounting professionals and other advisers (including attorneys, accounting professionals and advisers employed or retained by the Issuer, the Master Servicer, the Guarantor Xxxxxx Mae or the Trustee) with respect to any action taken or allowed to occur or omitted by it under the I-Trust Documents in good faith. If the Trustee is acting in good faith, any advice received from attorneys, accounting professionals or other advisers (including from attorneys, accounting professionals or other advisers employed or retained by the Issuer, the Master Servicer, the Guarantor Xxxxxx Xxx or the Trustee) will be full and complete authorization and protection from liability as to any act or omission in accordance with such advice; (div) The Trustee will not be obligated to exercise any of the trusts or powers vested in it by the I-Trust Documents or to institute, conduct or defend any litigation under or in relation to the I-Trust Documents at the request, order or direction of any I-REMIC Interest Holder or, if the Trustee is someone other than the GuarantorXxxxxx Xxx, at the request, order or direction of the GuarantorXxxxxx Mae, pursuant to the provisions of the I-Trust Documents, unless such I-REMIC Interest Holders or the GuarantorXxxxxx Xxx, as the case may be, have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that it may incur; and (ev) Prior to the occurrence of a Guarantor Event of Default and after all previously existing Guarantor Events of Default have been cured, the Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, as permitted by the I-Trust Documents, unless requested in writing so to do by (iA) Xxxxxx Mae or (B) the Guarantor or (ii) Holders representing at least 25% I-REMIC Interest Holder of the Voting Rights Residual Interest of the related Trust (determined in accordance with Section 14.1)I-REMIC; provided, however, that in either case, within a reasonable time the Guarantor Xxxxxx Xxx or such HoldersI-REMIC Interest Holder, as the case may be, have provided the Trustee with reasonable indemnification for costs, expenses or liabilities likely to be incurred by it in the making of such investigation if, in the opinion of the Trustee, the Trustee is not reasonably assured by the security afforded to it otherwise by the terms of the I-Trust Documents.

Reliance; Limitation of Duties. Except as otherwise provided in Section 10.18.02: (ai) Unless a Guarantor Event of Default has occurred and has not been cured, the Trustee is entitled to rely on any direction rendered to it by any of the Issuer, Master Servicer (unless there is then an existing Servicing Event of Default that has not been cured) Issuer or the Guarantor in exercising the exercise of its rights pursuant to the terms of the Trust Documents without inquiry as to the propriety or validity of the direction, and will be protected in acting on such direction; (bii) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of the Trust Documents, will examine them to determine whether they appear to conform prima facie to the requirements of the Trust Documents. If any such instrument is found not to conform prima facie to the requirements of the Trust Documents in any material respect, the Trustee will take whatever action it deems appropriate to have the instrument corrected in all material respects to the Trustee’s satisfaction. Unless the Trustee has actual knowledge to the contrary, the Trustee will be entitled to rely, without further inquiry, on the apparent authority of the signer of any document, and upon the representation of the Person submitting documents to it (including the Issuer, the Master Servicer, the Guarantor, any Seller, any Direct Servicer, any Subservicer, any Custodian Guarantor and any attorney or attorney, accounting professional or other adviser (including an attorney, accounting professional or other adviser employed by the Issuer, Master Servicer, the Guarantor or the Trustee)) that the document is genuine, which representation will be deemed given by the process of submitting the documents to the Trustee in the ordinary course of business. If the Trustee is acting in good faith, the Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions or advice expressed in any certificates or opinions that are furnished to the Trustee and that conform to the requirements of the Trust Documents. Except if there is a pending request to investigate as provided in paragraph (ev) of this Subsection 10.2(1Section 8.03(a), the Trustee may request and and, if acting in good faith faith, rely upon, and will be protected in acting or refraining from acting upon, any resolution, officers’ certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document prima facie in proper form and believed by it to be genuine and to have been signed or presented by the proper party; (ciii) The Trustee may consult with attorneys, accounting professionals and other advisers (including attorneys, accounting professionals and advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) with respect to any action taken or allowed to occur or omitted by it under the Trust Documents in good faith. If the Trustee is acting in good faith, any advice received from attorneys, accounting professionals or other advisers (including from attorneys, accounting professionals or other advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) will be full and complete authorization and protection from liability as to any act or omission in accordance with such advice; (div) The Trustee will not be obligated to exercise any of the trusts or powers vested in it by the Trust Documents or to institute, conduct or defend any litigation under or in relation to the Trust Documents at the request, order or direction of any Holder or, if the Trustee is someone other than the Guarantor, at the request, order or direction of the Guarantor, pursuant to the provisions of the Trust Documents, unless such Holders or the Guarantor, as the case may be, have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that it may incur; and (ev) Prior to the occurrence of a Guarantor Event of Default and after all previously existing Guarantor Events of Default have been cured, the Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, as permitted by the Trust Documents, unless requested in writing so to do by (i) the Guarantor or (ii) Holders of Certificates representing at least 25% of the Voting Rights of the any related Trust (determined in accordance with Section 14.1)Class; provided, however, that in either case, within a reasonable time the Guarantor or such Holders, as the case may be, have provided the Trustee with reasonable indemnification for costs, expenses or liabilities likely to be incurred by it in the making of such investigation if, in the opinion of the Trustee, the Trustee is not reasonably assured by the security afforded to it otherwise by the terms of the Trust Documents.

Reliance; Limitation of Duties. Except as otherwise provided in Section 10.1: (a) Unless a Guarantor Event of Default has occurred and has not been cured, the Trustee is entitled to rely on any direction rendered to it by any of the Issuer, Master Servicer (unless there is then an existing Servicing Event of Default that has not been cured) or Guarantor in exercising its rights pursuant to the terms of the Trust Documents without inquiry as to the propriety or validity of the direction, and will be protected in acting on such direction; (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of the Trust Documents, will examine them to determine whether they appear to conform prima facie to the requirements of the Trust Documents. If any such instrument is found not to conform prima facie to the requirements of the Trust Documents in any material respect, the Trustee will take whatever action it deems appropriate to have the instrument corrected in all material respects to the Trustee’s satisfaction. Unless the Trustee has actual knowledge to the contrary, the Trustee will be entitled to rely, without further inquiry, on the apparent authority of the signer of any document, and upon the representation of the Person submitting documents to it (including the Issuer, the Master Servicer, the Guarantor, any Seller, any Direct Primary Servicer, any Subservicer, any Custodian and any attorney or accounting professional or other adviser (including an attorney, accounting professional or adviser employed by the Issuer, Master ServicerXxxxxxxx, Guarantor or Trustee)) that the document is genuine, which representation will be deemed given by the process of submitting the documents to the Trustee in the ordinary course of business. If the Trustee is acting in good faith, the Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions or advice expressed in any certificates or opinions that are furnished to the Trustee and that conform to the requirements of the Trust Documents. Except if there is a pending request to investigate as provided in paragraph (e) of this Subsection 10.2(1), the Trustee may request and if acting in good faith rely upon, and will be protected in acting or refraining from acting upon, any resolution, officers’ certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document prima facie in proper form and believed by it to be genuine and to have been signed or presented by the proper party; (c) The Trustee may consult with attorneys, accounting professionals and other advisers (including attorneys, accounting professionals and advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) with respect to any action taken or allowed to occur or omitted by it under the Trust Documents in good faith. If the Trustee is acting in good faith, any advice received from attorneys, accounting professionals or other advisers (including from attorneys, accounting professionals or other advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) will be full and complete authorization and protection from liability as to any act or omission in accordance with such advice; (d) The Trustee will not be obligated to exercise any of the trusts or powers vested in it by the Trust Documents or to institute, conduct or defend any litigation under or in relation to the Trust Documents at the request, order or direction of any Holder or, if the Trustee is someone other than the Guarantor, at the request, order or direction of the Guarantor, pursuant to the provisions of the Trust Documents, unless such Holders or the Guarantor, as the case may be, have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that it may incur; and (e) Prior to the occurrence of a Guarantor Event of Default and after all previously existing Guarantor Events of Default have been cured, the Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, as permitted by the Trust Documents, unless requested in writing so to do by (i) the Guarantor or (ii) Holders representing at least 25% of the Voting Rights of the related Trust (determined in accordance with Section 14.1); provided, however, that in either case, within a reasonable time the Guarantor or such Holders, as the case may be, have provided the Trustee with reasonable indemnification for costs, expenses or liabilities likely to be incurred by it in the making of such investigation if, in the opinion of the Trustee, the Trustee is not reasonably assured by the security afforded to it otherwise by the terms of the Trust Documents.

Reliance; Limitation of Duties. Except as otherwise provided in Section 10.1: (ai) Unless a Guarantor Event of Default has occurred and has not been cured, the The Trustee is entitled to rely on any direction rendered to it by any of the Issuer, Master Servicer (unless there is then an existing Servicing Event of Default that has not been cured) or Guarantor Xxxxxx Xxx in exercising its rights pursuant to the terms of the Q-Trust Documents without inquiry as to the propriety or validity of the direction, and will be protected in acting on such direction; (bii) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of the Q-Trust Documents, will examine them to determine whether they appear to conform prima facie to the requirements of the Q-Trust Documents. If any such instrument is found not to conform prima facie to the requirements of the Q-Trust Documents in any material respect, the Trustee will take whatever action it deems appropriate to have the instrument corrected in all material respects to the Trustee’s satisfaction. Unless the Trustee has actual knowledge to the contrary, the Trustee will be entitled to rely, without further inquiry, on the apparent authority of the signer of any document, and upon the representation of the Person submitting documents to it (including the Issuer, the Master Servicer, the Guarantor, any Seller, any Direct Servicer, any Subservicer, any Custodian Xxxxxx Xxx and any attorney or attorney, accounting professional or other adviser (including an attorney, accounting professional or other adviser employed by Xxxxxx Xxx or the Issuer, Master Servicer, Guarantor or Trustee)) that the document is genuine, which representation will be deemed given by the process of submitting the documents to the Trustee in the ordinary course of business. If the Trustee is acting in good faith, the Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions or advice expressed in any certificates or opinions that are furnished to the Trustee and that conform to the requirements of the Q-Trust Documents. Except if there is a pending request to investigate as provided in paragraph (e) of this Subsection 10.2(1), the The Trustee may request and and, if acting in good faith faith, rely upon, and will be protected in acting or refraining from acting upon, any resolution, officers’ certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document prima facie in proper form and believed by it to be genuine and to have been signed or presented by the proper party; (ciii) The Trustee may consult with attorneys, accounting professionals and other advisers (including attorneys, accounting professionals and advisers employed or retained by the Issuer, the Master Servicer, the Guarantor Xxxxxx Xxx or the Trustee) with respect to any action taken or allowed to occur or omitted by it under the Q-Trust Documents in good faith. If the Trustee is acting in good faith, any advice received from attorneys, accounting professionals or other advisers (including from attorneys, accounting professionals or other advisers employed or retained by the Issuer, the Master Servicer, the Guarantor Xxxxxx Xxx or the Trustee) will be full and complete authorization and protection from liability as to any act or omission in accordance with such advice; (div) The Trustee will not be obligated to exercise any of the trusts or powers vested in it by the Q-Trust Documents or to institute, conduct or defend any litigation under or in relation to the Q-Trust Documents at the request, order or direction of any Q-REMIC Interest Holder or, if the Trustee is someone other than the GuarantorXxxxxx Xxx, at the request, order or direction of the GuarantorXxxxxx Xxx, pursuant to the provisions of the Q-Trust Documents, unless such Q-REMIC Interest Holders or the GuarantorXxxxxx Xxx, as the case may be, have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that it may incur; and (ev) Prior to the occurrence of a Guarantor Event of Default and after all previously existing Guarantor Events of Default have been cured, the Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, as permitted by the Q-Trust Documents, unless requested in writing so to do by (iA) Xxxxxx Xxx or (B) the Guarantor or (ii) Holders representing at least 25% of the Voting Rights Q-R Interest Holder of the related Trust (determined in accordance with Section 14.1)Q-REMIC; provided, however, that in either case, within a reasonable time the Guarantor Xxxxxx Xxx or such HoldersQ-REMIC Interest Holder, as the case may be, have provided the Trustee with reasonable indemnification for costs, expenses or liabilities likely to be incurred by it in the making of such investigation if, in the opinion of the Trustee, the Trustee is not reasonably assured by the security afforded to it otherwise by the terms of the Q-Trust Documents.

Reliance; Limitation of Duties. Except as otherwise provided in Section 10.1: (a) Unless a Guarantor Event of Default has occurred and has not been cured, the Trustee is entitled to rely on any direction rendered to it by any of the Issuer, Master Servicer (unless there is then an existing Servicing Event of Default that has not been cured) or Guarantor in exercising its rights pursuant to the terms of the Trust Documents without inquiry as to the propriety or validity of the direction, and will be protected in acting on such direction; (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of the Trust Documents, will examine them to determine whether they appear to conform prima facie to the requirements of the Trust Documents. If any such instrument is found not to conform prima facie to the requirements of the Trust Documents in any material respect, the Trustee will take whatever action it deems appropriate to have the instrument corrected in all material respects to the Trustee’s satisfaction. Unless the Trustee has actual knowledge to the contrary, the Trustee will be entitled to rely, without further inquiry, on the apparent authority of the signer of any document, and upon the representation of the Person submitting documents to it (including the Issuer, the Master Servicer, the Guarantor, any Seller, any Direct Primary Servicer, any Subservicer, any Custodian and any attorney or accounting professional or other adviser (including an attorney, accounting professional or adviser employed by the Issuer, Master Servicer, Guarantor or Trustee)) that the document is genuine, which representation will be deemed given by the process of submitting the documents to the Trustee in the ordinary course of business. If the Trustee is acting in good faith, the Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions or advice expressed in any certificates or opinions that are furnished to the Trustee and that conform to the requirements of the Trust Documents. Except if there is a pending request to investigate as provided in paragraph (e) of this Subsection 10.2(1), the Trustee may request and if acting in good faith rely upon, and will be protected in acting or refraining from acting upon, any resolution, officers’ certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document prima facie in proper form and believed by it to be genuine and to have been signed or presented by the proper party; (c) The Trustee may consult with attorneys, accounting professionals and other advisers (including attorneys, accounting professionals and advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) with respect to any action taken or allowed to occur or omitted by it under the Trust Documents in good faith. If the Trustee is acting in good faith, any advice received from attorneys, accounting professionals or other advisers (including from attorneys, accounting professionals or other advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) will be full and complete authorization and protection from liability as to any act or omission in accordance with such advice; (d) The Trustee will not be obligated to exercise any of the trusts or powers vested in it by the Trust Documents or to institute, conduct or defend any litigation under or in relation to the Trust Documents at the request, order or direction of any Holder or, if the Trustee is someone other than the Guarantor, at the request, order or direction of the Guarantor, pursuant to the provisions of the Trust Documents, unless such Holders or the Guarantor, as the case may be, have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that it may incur; and (e) Prior to the occurrence of a Guarantor Event of Default and after all previously existing Guarantor Events of Default have been cured, the Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, as permitted by the Trust Documents, unless requested in writing so to do by (i) the Guarantor or (ii) Holders representing at least 25% of the Voting Rights of the related Trust (determined in accordance with Section 14.1); provided, however, that in either case, within a reasonable time the Guarantor or such Holders, as the case may be, have provided the Trustee with reasonable indemnification for costs, expenses or liabilities likely to be incurred by it in the making of such investigation if, in the opinion of the Trustee, the Trustee is not reasonably assured by the security afforded to it otherwise by the terms of the Trust Documents.

Reliance; Limitation of Duties. Except as otherwise provided in Section 10.1:10.1:‌ (a) Unless a Guarantor Event of Default has occurred and has not been cured, the Trustee is entitled to rely on any direction rendered to it by any of the Issuer, Master Servicer (unless there is then an existing Servicing Event of Default that has not been cured) or Guarantor in exercising its rights pursuant to the terms of the Trust Documents without inquiry as to the propriety or validity of the direction, and will be protected in acting on such direction;direction;‌ (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of the Trust Documents, will examine them to determine whether they appear to conform prima facie to the requirements of the Trust Documents. If any such instrument is found not to conform prima facie to the requirements of the Trust Documents in any material respect, the Trustee will take whatever action it deems appropriate to have the instrument corrected in all material respects to the Trustee’s satisfaction. Unless the Trustee has actual knowledge to the contrary, the Trustee will be entitled to rely, without further inquiry, on the apparent authority of the signer of any document, and upon the representation of the Person submitting documents to it (including the Issuer, the Master Servicer, the Guarantor, any Seller, any Direct Primary Servicer, any Subservicer, any Custodian and any attorney or accounting professional or other adviser (including an attorney, accounting professional or adviser employed by the Issuer, Master Servicer, Guarantor or Trustee)) that the document is genuine, which representation will be deemed given by the process of submitting the documents to the Trustee in the ordinary course of business. If the Trustee is acting in good faith, the Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions or advice expressed in any certificates or opinions that are furnished to the Trustee and that conform to the requirements of the Trust Documents. Except if there is a pending request to investigate as provided in paragraph (e) of this Subsection 10.2(1), the Trustee may request and if acting in good faith rely upon, and will be protected in acting or refraining from acting upon, any resolution, officers’ certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document prima facie in proper form and believed by it to be genuine and to have been signed or presented by the proper party; (c) The Trustee may consult with attorneys, accounting professionals and other advisers (including attorneys, accounting professionals and advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) with respect to any action taken or allowed to occur or omitted by it under the Trust Documents in good faith. If the Trustee is acting in good faith, any advice received from attorneys, accounting professionals or other advisers (including from attorneys, accounting professionals or other advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) will be full and complete authorization and protection from liability as to any act or omission in accordance with such advice; (d) The Trustee will not be obligated to exercise any of the trusts or powers vested in it by the Trust Documents or to institute, conduct or defend any litigation under or in relation to the Trust Documents at the request, order or direction of any Holder or, if the Trustee is someone other than the Guarantor, at the request, order or direction of the Guarantor, pursuant to the provisions of the Trust Documents, unless such Holders or the Guarantor, as the case may be, have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that it may incur; and (e) Prior to the occurrence of a Guarantor Event of Default and after all previously existing Guarantor Events of Default have been cured, the Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, as permitted by the Trust Documents, unless requested in writing so to do by (i) the Guarantor or (ii) Holders representing at least 25% of the Voting Rights of the related Trust (determined in accordance with Section 14.1); provided, however, that in either case, within a reasonable time the Guarantor or such Holders, as the case may be, have provided the Trustee with reasonable indemnification for costs, expenses or liabilities likely to be incurred by it in the making of such investigation if, in the opinion of the Trustee, the Trustee is not reasonably assured by the security afforded to it otherwise by the terms of the Trust Documents.

Reliance; Limitation of Duties. Except as otherwise provided in Section 10.1: (ai) Unless a Guarantor Event of Default has occurred and has not been cured, the The Trustee is entitled to rely on any direction rendered to it by any of the Issuer, Master Servicer (unless there is then an existing Servicing Event of Default that has not been cured) or Guarantor Xxxxxx Xxx in exercising its rights pursuant to the terms of the I-Trust Documents without inquiry as to the propriety or validity of the direction, and will be protected in acting on such direction; (bii) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of the I-Trust Documents, will examine them to determine whether they appear to conform prima facie to the requirements of the I-Trust Documents. If any such instrument is found not to conform prima facie to the requirements of the I-Trust Documents in any material respect, the Trustee will take whatever action it deems appropriate to have the instrument corrected in all material respects to the Trustee’s satisfaction. Unless the Trustee has actual knowledge to the contrary, the Trustee will be entitled to rely, without further inquiry, on the apparent authority of the signer of any document, and upon the representation of the Person submitting documents to it (including the Issuer, the Master Servicer, the Guarantor, any Seller, any Direct Servicer, any Subservicer, any Custodian Xxxxxx Xxx and any attorney or attorney, accounting professional or other adviser (including an attorney, accounting professional or other adviser employed by Xxxxxx Xxx or the Issuer, Master Servicer, Guarantor or Trustee)) that the document is genuine, which representation will be deemed given by the process of submitting the documents to the Trustee in the ordinary course of business. If the Trustee is acting in good faith, the Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions or advice expressed in any certificates or opinions that are furnished to the Trustee and that conform to the requirements of the I-Trust Documents. Except if there is a pending request to investigate as provided in paragraph (e) of this Subsection 10.2(1), the The Trustee may request and and, if acting in good faith faith, rely upon, and will be protected in acting or refraining from acting upon, any resolution, officers’ certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document prima facie in proper form and believed by it to be genuine and to have been signed or presented by the proper party; (ciii) The Trustee may consult with attorneys, accounting professionals and other advisers (including attorneys, accounting professionals and advisers employed or retained by the Issuer, the Master Servicer, the Guarantor Xxxxxx Xxx or the Trustee) with respect to any action taken or allowed to occur or omitted by it under the I-Trust Documents in good faith. If the Trustee is acting in good faith, any advice received from attorneys, accounting professionals or other advisers (including from attorneys, accounting professionals or other advisers employed or retained by the Issuer, the Master Servicer, the Guarantor Xxxxxx Xxx or the Trustee) will be full and complete authorization and protection from liability as to any act or omission in accordance with such advice; (div) The Trustee will not be obligated to exercise any of the trusts or powers vested in it by the I-Trust Documents or to institute, conduct or defend any litigation under or in relation to the I-Trust Documents at the request, order or direction of any I-REMIC Interest Holder or, if the Trustee is someone other than the GuarantorXxxxxx Xxx, at the request, order or direction of the GuarantorXxxxxx Xxx, pursuant to the provisions of the I-Trust Documents, unless such I-REMIC Interest Holders or the GuarantorXxxxxx Xxx, as the case may be, have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that it may incur; and (ev) Prior to the occurrence of a Guarantor Event of Default and after all previously existing Guarantor Events of Default have been cured, the Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, as permitted by the I-Trust Documents, unless requested in writing so to do by (iA) Xxxxxx Xxx or (B) the Guarantor or (ii) Holders representing at least 25% I-REMIC Interest Holder of the Voting Rights Residual Interest of the related Trust (determined in accordance with Section 14.1)I-REMIC; provided, however, that in either case, within a reasonable time the Guarantor Xxxxxx Xxx or such HoldersI-REMIC Interest Holder, as the case may be, have provided the Trustee with reasonable indemnification for costs, expenses or liabilities likely to be incurred by it in the making of such investigation if, in the opinion of the Trustee, the Trustee is not reasonably assured by the security afforded to it otherwise by the terms of the I-Trust Documents.

Reliance; Limitation of Duties. Except as otherwise provided in Section 10.1: (ai) Unless a Guarantor Event of Default has occurred and has not been cured, the The Trustee is entitled to rely on any direction rendered to it by any of the Issuer, Master Servicer (unless there is then an existing Servicing Event of Default that has not been cured) or Guarantor Xxxxxx Xxx in exercising its rights pursuant to the terms of the Q-Trust Documents without inquiry as to the propriety or validity of the direction, and will be protected in acting on such direction; (bii) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of the Q-Trust Documents, will examine them to determine whether they appear to conform prima facie to the requirements of the Q-Trust Documents. If any such instrument is found not to conform prima facie to the requirements of the Q-Trust Documents in any material respect, the Trustee will take whatever action it deems appropriate to have the instrument corrected in all material respects to the Trustee’s satisfaction. Unless the Trustee has actual knowledge to the contrary, the Trustee will be entitled to rely, without further inquiry, on the apparent authority of the signer of any document, and upon the representation of the Person submitting documents to it (including the Issuer, the Master Servicer, the Guarantor, any Seller, any Direct Servicer, any Subservicer, any Custodian Xxxxxx Mae and any attorney or attorney, accounting professional or other adviser (including an attorney, accounting professional or other adviser employed by Xxxxxx Xxx or the Issuer, Master Servicer, Guarantor or Trustee)) that the document is genuine, which representation will be deemed given by the process of submitting the documents to the Trustee in the ordinary course of business. If the Trustee is acting in good faith, the Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions or advice expressed in any certificates or opinions that are furnished to the Trustee and that conform to the requirements of the Q-Trust Documents. Except if there is a pending request to investigate as provided in paragraph (e) of this Subsection 10.2(1), the The Trustee may request and and, if acting in good faith faith, rely upon, and will be protected in acting or refraining from acting upon, any resolution, officers’ certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document prima facie in proper form and believed by it to be genuine and to have been signed or presented by the proper party; (ciii) The Trustee may consult with attorneys, accounting professionals and other advisers (including attorneys, accounting professionals and advisers employed or retained by the Issuer, the Master Servicer, the Guarantor Xxxxxx Mae or the Trustee) with respect to any action taken or allowed to occur or omitted by it under the Q-Trust Documents in good faith. If the Trustee is acting in good faith, any advice received from attorneys, accounting professionals or other advisers (including from attorneys, accounting professionals or other advisers employed or retained by the Issuer, the Master Servicer, the Guarantor Xxxxxx Xxx or the Trustee) will be full and complete authorization and protection from liability as to any act or omission in accordance with such advice; (div) The Trustee will not be obligated to exercise any of the trusts or powers vested in it by the Q-Trust Documents or to institute, conduct or defend any litigation under or in relation to the Q-Trust Documents at the request, order or direction of any Q-REMIC Interest Holder or, if the Trustee is someone other than the GuarantorXxxxxx Xxx, at the request, order or direction of the GuarantorXxxxxx Mae, pursuant to the provisions of the Q-Trust Documents, unless such Q-REMIC Interest Holders or the GuarantorXxxxxx Xxx, as the case may be, have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that it may incur; and (ev) Prior to the occurrence of a Guarantor Event of Default and after all previously existing Guarantor Events of Default have been cured, the Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, as permitted by the Q-Trust Documents, unless requested in writing so to do by (iA) Xxxxxx Mae or (B) the Guarantor or (ii) Holders representing at least 25% of the Voting Rights Q-R Interest Holder of the related Trust (determined in accordance with Section 14.1)Q-REMIC; provided, however, that in either case, within a reasonable time the Guarantor Xxxxxx Xxx or such HoldersQ-REMIC Interest Holder, as the case may be, have provided the Trustee with reasonable indemnification for costs, expenses or liabilities likely to be incurred by it in the making of such investigation if, in the opinion of the Trustee, the Trustee is not reasonably assured by the security afforded to it otherwise by the terms of the Q-Trust Documents.

Reliance; Limitation of Duties. Except as otherwise provided in Section 10.17.02: (ai) Unless a Guarantor Event of Default has occurred and has not been cured, the Trustee is entitled to rely on any direction rendered to it by any of the Issuer, Master Servicer (unless there is then an existing Servicing Event of Default that has not been cured) Issuer or the Guarantor in exercising of its rights pursuant to the terms of the Trust Documents Agreement without inquiry as to the propriety or validity of the direction, and will be protected in acting on such direction; (bii) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of the Trust DocumentsAgreement, will examine them to determine whether they appear to conform prima facie to the requirements of the Trust DocumentsAgreement. If any such instrument is found not to conform prima facie to the requirements of the Trust Documents Agreement in any material respect, the Trustee will take whatever action it deems appropriate to have the instrument corrected in all material respects to the Trustee’s satisfaction. Unless the Trustee has actual knowledge to the contrary, the Trustee will be entitled to rely, without further inquiry, on the apparent authority of the signer of any document, and upon the representation of the Person submitting documents to it (including the Issuer, the Master Servicer, the Guarantor, any Seller, any Direct Servicer, any Subservicer, any Custodian Guarantor and any attorney or attorney, accounting professional or other adviser (including an attorney, accounting professional or other adviser employed by the Issuer, Master Servicer, the Guarantor or the Trustee)) that the document is genuine, which representation will be deemed given by the process of submitting the documents to the Trustee in the ordinary course of business. If the Trustee is acting in good faith, the Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions or advice expressed in any certificates or opinions that are furnished to the Trustee and that conform to the requirements of the Trust DocumentsAgreement. Except if there is a pending request to investigate as provided in paragraph (e) of this Subsection 10.2(17.03(a)(v), the Trustee may request and and, if acting in good faith faith, rely upon, and will be protected in acting or refraining from acting upon, any resolution, officers’ certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document prima facie in proper form and believed by it to be genuine and to have been signed or presented by the proper party; (ciii) The Trustee may consult with attorneys, accounting professionals and other advisers (including attorneys, accounting professionals and advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) with respect to any action taken or allowed to occur or omitted by it under the Trust Documents Agreement in good faith. If the Trustee is acting in good faith, any advice received from attorneys, accounting professionals or other advisers (including from attorneys, accounting professionals or other advisers employed or retained by the Issuer, the Master Servicer, the Guarantor or the Trustee) will be full and complete authorization and protection from liability as to any act or omission in accordance with such advice; (div) The Trustee will not be obligated to exercise any of the trusts or powers vested in it by the Trust Documents Agreement or to institute, conduct or defend any litigation under or in relation to the Trust Documents Agreement at the request, order or direction of any Holder or, if the Trustee is someone other than the Guarantor, at the request, order or direction of the Guarantor, pursuant to the provisions of the Trust DocumentsAgreement, unless such Holders or the Guarantor, as the case may be, have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that it may incur; and (ev) Prior to the occurrence of a Guarantor Event of Default and after all previously existing Guarantor Events of Default have been cured, the Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, as permitted by the Trust DocumentsAgreement, unless requested in writing so to do by (iA) the Guarantor or (iiB) Holders representing at least 25% of the Voting Rights of the related Trust (determined in accordance with Section 14.1)any Class; provided, however, that in either case, within a reasonable time the Guarantor or such Holders, as the case may be, have provided the Trustee with reasonable indemnification for costs, expenses or liabilities likely to be incurred by it in the making of such investigation if, in the opinion of the Trustee, the Trustee is not reasonably assured by the security afforded to it otherwise by the terms of the Trust DocumentsAgreement.