Common use of Rights of Trustee and Certificate Administrator Clause in Contracts

Rights of Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator may rely and shall be protected in acting or refraining from acting on any resolution, officer's certificate, opinion of counsel, certificate of auditors or other certificate, statement, instrument, or document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee and the Certificate Administrator need not investigate any fact or matter stated in the document. Before either the Trustee or the Certificate Administrator acts or refrains from acting, it may require an Officer's Certificate or an Opinion of Counsel reasonably satisfactory in form and substance to the Trustee or the Certificate Administrator, as the case may be, which Officer's Certificate or Opinion of Counsel shall not be at the expense of the Trustee, the Certificate Administrator or the Trust Fund. Neither the Trustee nor the Certificate Administrator shall be liable for any action either of them takes or omits to take in good faith in reliance on an Officer's Certificate or Opinion of Counsel. The Trustee may execute any of its trusts or powers hereunder and both the Trustee and the Certificate Administrator may perform any of their respective duties hereunder either directly or by or through agents or attorneys or a custodian or nominee and the Trustee and Certificate Administrator shall have no liability for any misconduct or negligence on the part of such agent, attorney or custodian appointed by the Trustee or Certificate Administrator with due care. Neither the Trustee nor the Certificate Administrator shall be liable for any action either of them takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee's conduct or the Certificate Administrator's conduct, as the case may be, does not constitute willful misconduct, negligence or bad faith. Each of the Trustee and the Certificate Administrator may consult with counsel chosen by it with due care, and the advice or opinion of counsel with respect to legal matters relating to this Agreement and the Certificates shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by either of them hereunder in good faith and in accordance with the advice or opinion of such counsel. The Trustee and the Certificate Administrator shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee and the Certificate Administrator reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority Certificateholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority Certificateholders); nothing contained herein shall, however, relieve the Trustee or the Certificate Administrator of the obligation, upon the occurrence of a Servicing Default of which a Responsible Officer of the Trustee or the Certificate Administrator shall have actual knowledge (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, 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. The Trustee and the Certificate Administrator 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 by the Majority Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee and the Certificate Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator, not reasonably assured to the Trustee or the Certificate Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator may require reasonable indemnity against such cost, expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Trustee or the Certificate Administrator, shall be repaid by the Servicer upon demand from the Servicer's own funds. The rights of the Trustee or the Certificate Administrator to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee and the Certificate Administrator shall not be answerable for other than its negligence or willful misconduct in the performance of such act. The Trustee and the Certificate Administrator shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder.