Common use of Rights of the Indenture Trustee Clause in Contracts

Rights of the Indenture Trustee. and the Issuer in Respect of the Servicer. The Servicer shall afford (and any Sub-Servicing Agreement shall provide that each Sub-Servicer shall afford) the Master Servicer, the Issuer and the Indenture Trustee, upon reasonable notice, during normal business hours, access to all records maintained by the Servicer (and any such Sub-Servicer) in respect of the Servicer's rights and obligations hereunder and access to officers of the Servicer (and those of any such Sub-Servicer) responsible for such obligations. Upon request, the Servicer shall furnish to the Master Servicer, the Issuer and the Indenture Trustee its (and any such Sub-Servicer's) most recent financial statements and such other information relating to the Servicer's capacity to perform its obligations under this Agreement that it possesses. To the extent such information is not otherwise available to the public, the Master Servicer, the Issuer and the Indenture Trustee shall not disseminate any information obtained pursuant to the preceding two sentences without the Servicer's written consent, except as required pursuant to this Agreement or to the extent that it is appropriate to do so (i) in working with legal counsel, auditors, taxing authorities or other governmental agencies, rating agencies or reinsurers or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Master Servicer, the Issuer, the Indenture Trustee or the Trust Estate, and in each case, the Master Servicer, the Issuer or the Indenture Trustee, as the case may be, shall use its best efforts to assure the confidentiality of any such disseminated non-public information. The Master Servicer, the Indenture Trustee or the Issuer may, but is not obligated to, enforce the obligations of the Servicer under this Agreement and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Servicer under this Agreement or exercise the rights of the Servicer under this Agreement; provided that the Servicer shall not be relieved of any of its obligations under this Agreement by virtue of such performance by the Master Servicer, the Issuer, the Indenture Trustee or any of their designees. The Master Servicer, the Issuer and the Indenture Trustee shall not have any responsibility or liability for any action or failure to act by the Servicer and is not obligated to supervise the performance of the Servicer under this Agreement or otherwise.

Rights of the Indenture Trustee. Except as otherwise provided by Section 10.1: (a) The Indenture Trustee may conclusively rely and shall be fully protected in acting in good faith or refraining in good faith from acting based upon any document believed by it to be genuine and to have been signed by or presented by the proper person. (b) The Indenture Trustee may consult with counsel of its selection and the Issuer advice of such counsel or any opinion of counsel shall be full and complete authorization and protection from liability in Respect respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Indenture Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by the Indenture or the Program Documents. (e) The Indenture Trustee shall be under no obligation to exercise any of the Servicer. The Servicer rights or powers vested in it by this Indenture, any Supplement or any Program Document, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Subordinated Noteholders, pursuant to the provisions of this Indenture, any Supplement or any Program Document, unless such Subordinated Noteholders shall afford (have offered to the Indenture Trustee security or indemnity satisfactory to the Indenture Trustee against the costs, expenses and any Sub-Servicing Agreement shall provide that each Sub-Servicer shall afford) liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Master ServicerIndenture Trustee of the obligations, upon the occurrence of a default by the Issuer (which has not been cured or waived), to exercise such of the rights and powers vested in it by this Indenture, any Supplement or any Program Document, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (f) The Indenture Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Subordinated Noteholders of any Series which could be adversely affected if the Indenture Trustee does not perform such acts. (g) The Indenture Trustee shall not be liable for any losses or liquidation penalties in connection with Eligible Investments, unless such losses or liquidation penalties were incurred through the Indenture Trustee’s own gross negligence, fraud, bad faith or willful misconduct. (h) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, upon reasonable noticeincluding, during normal business hourswithout limitation, access its right to all records maintained by the Servicer (be indemnified, are extended to, and any such Sub-Servicer) in respect of the Servicer's rights and obligations hereunder and access to officers of the Servicer (and those of any such Sub-Servicer) responsible for such obligations. Upon requestshall be enforceable by, the Servicer shall furnish to the Master Servicer, the Issuer and the Indenture Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder. (and i) In no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any such Sub-Servicer'skind whatsoever (including, but not limited to, lost profits). (j) most recent financial statements and such other information relating to the Servicer's capacity to perform its obligations under this Agreement that it possesses. To the extent such information is not otherwise available to the publicExcept as provided expressly hereunder, the Master Servicer, the Issuer and the Indenture Trustee shall not disseminate have no obligation to invest and reinvest any information obtained pursuant cash held in any account provided for hereunder in the absence of timely and specific written investment direction from the Issuer (which direction shall be limited to the preceding two sentences without the Servicer's written consent, except as required pursuant to this Agreement or to the extent that it is appropriate to do so (i) in working with legal counsel, auditors, taxing authorities or other governmental agencies, rating agencies or reinsurers or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Master Servicer, the Issuer, Eligible Investments). In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the Trust Estate, and in each case, the Master Servicer, failure of the Issuer or to provide timely written investment direction. (k) The parties hereto acknowledge that, in order to comply with its obligations under the USA Patriot Act of 2001, the Indenture Trustee, as like all financial institutions, is required to obtain, verify and record certain information and documentation from the case may beother parties hereto. Each of the parties hereby agrees that it shall, shall use its best efforts to assure the confidentiality in respect of any such disseminated non-public information. The Master Serviceritself, provide the Indenture Trustee or the Issuer may, but is not obligated to, enforce the obligations of the Servicer under this Agreement and may, but is not obligated to, perform, or cause a designee with such information as it may in writing request in order to perform, any defaulted obligation of the Servicer under this Agreement or exercise the rights of the Servicer under this Agreement; provided that the Servicer shall not be relieved of any of satisfy its obligations under this Agreement by virtue the USA Patriot Act of such performance by the Master Servicer, the Issuer, the Indenture Trustee or any of their designees. The Master Servicer, the Issuer and the Indenture Trustee shall not have any responsibility or liability for any action or failure to act by the Servicer and is not obligated to supervise the performance of the Servicer under this Agreement or otherwise2001.

Rights of the Indenture Trustee. Except as otherwise provided by Section 10.1: (a) The Indenture Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based upon any document believed by it to be genuine and to have been signed by or presented by the proper person. (b) The Indenture Trustee may consult with counsel of its selection and the Issuer advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in Respect respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Indenture Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care. The Indenture Trustee shall provide written notice to S&P, Mxxxx’x and Fitch of any such appointment and, if practicable, shall provide prior written notice to S&P, Mxxxx’x and Fitch of any such appointment. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by the Indenture. (e) The Indenture Trustee shall be under no obligation to exercise any of the Servicer. The Servicer rights or powers vested in it by this Indenture or any Supplement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture or any Supplement, unless such Noteholders shall afford (have offered to the Indenture Trustee security or indemnity satisfactory to the Indenture Trustee against the costs, expenses and any Sub-Servicing Agreement shall provide that each Sub-Servicer shall afford) liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Master ServicerIndenture Trustee of the obligations, upon the occurrence of a default by the Issuer (which has not been cured), to exercise such of the rights and powers vested in it by this Indenture or any Supplement, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (f) The Indenture Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by the Required Noteholders of any Series which could be adversely affected if the Indenture Trustee does not perform such acts. (g) The Indenture Trustee shall not be liable for any losses or liquidation penalties in connection with Eligible Investments, unless such losses or liquidation penalties were incurred through the Indenture Trustee’s own willful misconduct, negligence or bad faith. (h) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, upon reasonable noticeincluding, during normal business hourswithout limitation, access its right to all records maintained by the Servicer (be indemnified, are extended to, and any such Sub-Servicer) in respect of the Servicer's rights and obligations hereunder and access to officers of the Servicer (and those of any such Sub-Servicer) responsible for such obligations. Upon request, the Servicer shall furnish to the Master Servicer, the Issuer and the Indenture Trustee its (and any such Sub-Servicer's) most recent financial statements and such other information relating to the Servicer's capacity to perform its obligations under this Agreement that it possesses. To the extent such information is not otherwise available to the public, the Master Servicer, the Issuer and the Indenture Trustee shall not disseminate any information obtained pursuant to the preceding two sentences without the Servicer's written consent, except as required pursuant to this Agreement or to the extent that it is appropriate to do so (i) in working with legal counsel, auditors, taxing authorities or other governmental agencies, rating agencies or reinsurers or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Master Servicer, the Issuerbe enforceable by, the Indenture Trustee or the Trust Estatein each of its capacities hereunder, and in to each caseagent, the Master Servicer, the Issuer or the Indenture Trustee, as the case may be, shall use its best efforts to assure the confidentiality of any such disseminated non-public information. The Master Servicer, the Indenture Trustee or the Issuer may, but is not obligated to, enforce the obligations of the Servicer under this Agreement custodian and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Servicer under this Agreement or exercise the rights of the Servicer under this Agreement; provided that the Servicer shall not be relieved of any of its obligations under this Agreement by virtue of such performance by the Master Servicer, the Issuer, the Indenture Trustee or any of their designees. The Master Servicer, the Issuer and the Indenture Trustee shall not have any responsibility or liability for any action or failure other Person employed to act by the Servicer and is not obligated to supervise the performance of the Servicer under this Agreement or otherwisehereunder.

Rights of the Indenture Trustee. Except as otherwise provided by Section 10.1: (a) The Indenture Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based upon any document believed by it to be genuine and to have been signed by or presented by the proper person. (b) The Indenture Trustee may consult with counsel of its selection and the Issuer advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in Respect respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Indenture Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent, custodian or nominee so long as such agent, custodian or nominee is selected and appointed with due care. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by the Indenture; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee shall 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, unless requested in writing to do so by Holders of the Servicer. The Servicer Notes evidencing not less than 25% of the Invested Amount of any Series of Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses, or liabilities likely to be incurred by it in the making of such investigation shall afford (and any Sub-Servicing Agreement shall provide that each Sub-Servicer shall afford) be, in the Master Servicer, the Issuer and opinion of the Indenture Trustee, upon reasonable notice, during normal business hours, access not reasonably assured to all records maintained the Indenture Trustee by the Servicer security afforded to it by the terms of the Indenture, the Indenture Trustee may require indemnity reasonably satisfactory to it against such cost, expense, or liability or payment of such expenses as a condition precedent to so proceeding. The reasonable expense of every such examination shall be paid by the Issuer or, if paid by the Indenture Trustee, shall be reimbursed by the Issuer upon demand. (f) The Indenture Trustee shall have no obligation to invest or reinvest any cash held in the Collection Account, the Lockbox Account, any Series Account or any other moneys held by the Indenture Trustee pursuant to this Indenture in the absence of timely and any such Sub-Servicer) specific written investment direction from the Issuer which may be in the form of standing instructions or otherwise. In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. The Indenture Trustee shall have no liability in respect of the Servicer's rights and obligations hereunder and access to officers losses incurred as a result of the Servicer (and those liquidation of any such Sub-Servicer) responsible for such obligations. Upon requestinvestment prior to its stated maturity or the failure of the Issuer, the Servicer or any other Person to provide timely written investment direction. It is agreed and understood that the entity servicing as Indenture Trustee may earn fees associated with the investments outlined above in accordance with the terms of such investments. In no event shall furnish to the Master Servicer, the Issuer and the Indenture Trustee or its Affiliates be deemed an investment manager or adviser in respect of any selection of investments hereunder or under the Servicing Agreement. The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Indenture Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments, and any such Sub-Servicer's(iii) most recent financial statements and such other information relating effecting transactions in certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable or payable to the Servicer's capacity Indenture Trustee (i) as part of the compensation hereunder or (ii) out of any funds of the Issuer. (g) The right of the Indenture Trustee to perform its obligations under this Agreement that it possesses. To any discretionary act enumerated in the extent such information is Indenture shall not otherwise available to the publicbe construed as a duty, the Master Servicer, the Issuer and the Indenture Trustee shall not disseminate be answerable for other than its negligence or willful misconduct in the performance of such act. (h) The Indenture Trustee shall not be required to give any information obtained pursuant to bond or surety in respect of the preceding two sentences without execution of the Servicer's written consent, except as required pursuant to this Agreement trust created hereby or to the extent that it is appropriate to do so powers granted hereunder. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default, Potential Event of Default, Amortization Event, Potential Amortization Event, Potential Servicer Default or Servicer Default unless a Responsible Officer of the Indenture Trustee obtains actual knowledge thereof or receives written notice of such event at the Corporate Trust Office, and such notice references the Notes and the Indenture. (j) The Indenture Trustee shall not be charged with knowledge of any failure by any Person to comply with its obligations under the Transaction Documents, unless a Responsible Officer of the Indenture Trustee obtains actual knowledge of such failure or receives written notice of any event which is in working with legal counselfact a failure by such Person to comply at the Corporate Trust Office, auditorsand such notice references the Notes and the Indenture. (k) Anything in the Indenture to the contrary notwithstanding, taxing authorities in no event shall the Indenture Trustee be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (l) The Indenture Trustee shall have no duty (A) to record, file, or deposit this Base Indenture, the Transaction Documents or any agreement referred to herein or therein or any financing statement or continuation statement evidencing a security interest, or to monitor or maintain any such recording or filing or depositing or to rerecord, refile, or redeposit any thereof, (B) to insure the Issuer Assets or (C) to pay or discharge any tax, assessment, or other governmental agencies, rating agencies charge or reinsurers any lien or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction or decree encumbrance of any court kind owing with respect to assessed or governmental authority having jurisdiction over levied against, any part of the Master Servicer, Collateral. (m) Whenever in the Issueradministration of the Indenture, the Indenture Trustee shall deem it desirable that a matter be proved or the Trust Estateestablished prior to taking, and in each case, the Master Servicer, the Issuer suffering or the Indenture Trustee, as the case may be, shall use its best efforts to assure the confidentiality of omitting any such disseminated non-public information. The Master Serviceraction hereunder, the Indenture Trustee or the Issuer (unless other evidence be herein specifically prescribed) may, but is not obligated toin the absence of bad faith on its part, enforce the obligations conclusively rely upon an Officer’s Certificate. (n) The Indenture Trustee shall be under no obligation to exercise any of the Servicer under this Agreement and may, but is not obligated to, perform, rights or cause a designee powers vested in it by the Indenture or to perform, conduct or defend any defaulted obligation of litigation hereunder or in relation hereto at the Servicer under this Agreement request or exercise the rights of the Servicer under this Agreement; provided that the Servicer shall not be relieved direction of any of its obligations under this Agreement by virtue of the Holders pursuant to the Indenture, unless such performance by the Master Servicer, the Issuer, Holders shall have offered to the Indenture Trustee security or any of their designees. The Master Servicerindemnity satisfactory to the Indenture Trustee against the costs, the Issuer expenses and liabilities which might be incurred by it in compliance with such request or direction. (o) Except as otherwise set forth in Section 10.1(b)(ii), the Indenture Trustee shall not have be bound to make any responsibility investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (p) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (q) The Indenture Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to the Indenture. (r) In no event shall the Indenture Trustee be responsible or liable for any action failure or failure to act by the Servicer and is not obligated to supervise delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services or the Servicer unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, or any other causes outside the Indenture Trustee’s control whether or not of the same class or kind as specified above; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (s) Every provisions of the Indenture or the Transaction Documents relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provision of this Agreement Article 10. (t) The delivery of reports, information and documents to the Indenture Trustee shall not constitute constructive notice of any information contained therein or otherwisedeterminable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder. (u) The Indenture Trustee shall be fully justified in failing or refusing to take any action under the Indenture, any Transaction Document or any other related document if such action (i) would, in the reasonable opinion of the Indenture Trustee, in good faith (which may be based on the advice or opinion of counsel), be contrary to applicable law, the Indenture, any Transaction Document or any other related document or (ii) prior to the occurrence of an Event of Default, is not provided for in the Indenture, any Transaction Document or any other related document. (v) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by the Indenture Trustee in each Transaction Document and other document related hereto to which it is a party. (w) The Indenture Trustee shall have no duty to monitor or verify compliance with any risk retention laws, rules or regulations, whether referenced in any Retention Undertaking Letter, any Indenture Supplement or other Transaction Document, or otherwise in effect in any foreign or domestic jurisdiction; (x) The Indenture Trustee shall not be responsible for selecting, determining, or verifying any benchmark interest rate or any replacement benchmark rate for such benchmark interest rate or the occurrence of any event requiring or otherwise allowing for the implementation of any benchmark interest rate. (y) In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering including Section 326 of the USA PATRIOT Act (“Applicable Law”), the Indenture Trustee is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its request from time to time such identifying information and documentation as may be available to such party in order to enable the Indenture Trustee to comply with Applicable Law.

Rights of the Indenture Trustee. (a) Subject to the provisions of Section 6.1: (i) the Indenture Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note, debenture, other evidence of indebtedness 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; (ii) any request or direction or action of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order; (iii) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer's Certificate; (iv) the Indenture Trustee may consult with counsel as to legal matters and the Issuer advice or opinion of any such counsel selected by the Indenture Trustee with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in Respect respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (v) the Indenture Trustee shall be under no obligation to exercise any of the Servicer. The Servicer shall afford rights or powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, if: (and any Sub-Servicing Agreement shall provide that each Sub-Servicer shall affordA) the Master ServicerIndenture Trustee is advised by counsel that the action it is directed to take is in conflict with applicable laws or the Indenture, (B) the Issuer Indenture Trustee determines in good faith that the requested actions would be illegal or involve the Indenture Trustee in personal liability or be unjustly prejudicial to Noteholders not making the request or direction or (C) the Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with that request; (vi) the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note, debenture, other evidence of indebtedness, or other paper or document, but the Indenture Trustee, upon reasonable noticein its discretion, during normal business hoursmay make such further inquiry or investigation into such facts or matters as it may see fit, access and, if the Indenture Trustee shall determine to all make such further inquiry or investigation, it shall be entitled to examine the books, records maintained and premises of the Issuer, personally or by agent or attorney; (vii) the Servicer Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees and the Indenture Trustee shall be responsible for any misconduct or negligence on the part of any agent, attorney, custodian or nominee appointed by it hereunder; (and viii) the Indenture Trustee shall not be required to give any such Sub-Servicer) bond or surety in respect of the Servicer's rights performance of its powers and obligations hereunder and access to officers of the Servicer duties hereunder; (and those of any such Sub-Servicerix) responsible for such obligations. Upon request, the Servicer shall furnish to the Master Servicer, the Issuer and the Indenture Trustee its (and any such Sub-Servicer's) most recent financial statements and such other information relating shall not be bound to ascertain or inquire as to the Servicer's capacity performance or observance of any covenants, conditions or agreements on the part of the Issuer; (x) the permissive rights of the Indenture Trustee to perform its obligations under do things enumerated in this Agreement that it possesses. To the extent such information is Indenture shall not otherwise available to the public, the Master Servicer, the Issuer be construed as a duty and the Indenture Trustee shall not disseminate any information obtained pursuant be answerable for other than its gross negligence or willful default; (xi) the rights and protections afforded to the preceding two sentences without the Servicer's written consent, except as required Indenture Trustee pursuant to this Agreement or Article VI shall also be afforded to the extent that it is appropriate to do so (i) in working with legal counsel, auditors, taxing authorities or other governmental agencies, rating agencies or reinsurers or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Master ServicerPaying Agent, the Issuer, Authenticating Agent and the Indenture Trustee or the Trust Estate, and in each case, the Master Servicer, the Issuer or the Indenture Trustee, as the case may be, shall use its best efforts to assure the confidentiality of any such disseminated non-public information. The Master Servicer, the Indenture Trustee or the Issuer may, but is not obligated to, enforce the obligations of the Servicer under this Agreement and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Servicer under this Agreement or exercise the rights of the Servicer under this AgreementNote Registrar; provided that the Servicer shall not be relieved of any of its obligations under this Agreement by virtue of such performance by the Master Servicer, the Issuer, the Indenture Trustee or any of their designees. The Master Servicer, the Issuer and and (xii) the Indenture Trustee shall not at no time have any responsibility or liability for or with respect to the legality, validity or enforceability of any action Collateral or failure to act by any arrangement or agreement between the Servicer Issuer and is not obligated to supervise any Person with respect thereto, or the performance perfection of any security interest created in any of the Servicer under this Agreement Collateral or otherwisethe maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Collateral following an Event of Default.