Common use of Subject to Section Clause in Contracts

Subject to Section. 11.1(a), no provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (ii) the Trustee shall not be charged with knowledge of any Servicer Default or the failure by the Servicer to comply with the obligations of the Servicer referred to in Section 10.1(a) and (b) unless a Responsible Officer of the Trustee obtains actual knowledge of such failure; (iii) the Trustee shall not be charged with knowledge of an Early Amortization Event (or the related Early Amortization Period) unless a Responsible Officer of the Trustee obtains actual knowledge thereof; (iv) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Investor Certificates relating to the time, method or place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement or any Supplement; and (v) prior to the occurrence of a Servicer Default of which a Responsible Officer has knowledge, and after the curing or waiver of such Servicer Defaults that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement and any Supplements, the Trustee shall not be liable except for the performance of such duties and obligations as shall be specifically set forth in this Agreement and any Supplement, no implied covenants or obligations shall be read into this Agreement or any Supplement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and, if specifically required to be furnished pursuant to any provision of this Agreement or any Supplement, conforming to the requirements of this Agreement or such Supplement.

Subject to Section. 11.1(a)7.1 above, no provision the Tenant covenants, for the Tenant and its successors, assigns and legal representatives, that neither the Premises nor any part thereof, will be sublet, and that neither the Licensed Spaces nor any part thereof, will be sublicensed, without the prior written consent of this Agreement the Landlord in each instance. The Landlord will not unreasonably withhold or delay its consent to any proposed subletting of the Premises on the terms and conditions set forth in a notice (a "Tenant's Notice") thereof from the Tenant to the Landlord (it being understood that any dispute as to the reasonableness of the Landlord's withholding of any such consent to a proposed subletting shall be construed to relieve resolved by the Trustee from liability for its own negligent action, its own negligent failure to act or its own wilful misconductexpedited dispute resolution procedure set forth in Section 25.13 below); provided, however, thatthat the Landlord shall not in any event be obligated to consent to any such proposed subletting unless: (ia) the Trustee sublessee under any such subletting shall be such person, firm or corporation as in the Landlord's reasonable judgment is of a character and engaged in a business such as is in keeping with the standards in those respects for the Building and its occupancy and shall not be personally liable (i) a government or a governmental authority or a subdivision or an agency of any government or any governmental authority or (ii) a tenant, subtenant or occupant in the Building if the Landlord then has, or will have within the next three (3) months, space available in the Building with a comparable amount of floor area for an error of judgment made a comparable term as the floor area and the term set forth in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that Tenant's notice to the Trustee was negligent in ascertaining the pertinent factsLandlord regarding such proposed subletting; (b) the Tenant, for itself and for all other Tenant Parties, shall agree in writing (i) not to advertise, and to keep confidential, the economic terms of any proposed sublease, (ii) the Trustee shall not be charged to disclose, and to keep confidential, all such economic terms with knowledge of any Servicer Default or the failure by the Servicer respect to comply with the obligations of the Servicer referred to in Section 10.1(a) an executed sublease and (biii) unless a Responsible Officer to use reasonable efforts to require the sublessee and all real estate broker(s), if any, to agree in writing to the foregoing provisions of the Trustee obtains actual knowledge of such failurethis Section 7.2.1(b); (iiic) after the Trustee shall not be charged with knowledge of an Early Amortization Event (or the related Early Amortization Period) unless a Responsible Officer demising of the Trustee obtains actual knowledge thereofpremises to be sublet, the remaining portion of the Office Space on the floor on which the sublet premises are located will constitute, in the Landlord's reasonable judgment, one or more commercially reasonable rental units; (ivd) such subletting would not result in any floor of the Office Space being occupied by more than four (4) tenants (including the Tenant); (e) the Trustee Tenant and the sublessee shall agree in writing that the sublessee will not, without the prior consent of the Landlord (which consent Landlord shall not be personally liable with respect to any action taken, suffered unreasonably withhold or omitted to be taken by it in good faith in accordance with delay) assign the direction of sublease or under-sublet the Holders of Investor Certificates relating to the time, method or place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement space so sublet or any Supplementpart thereof; and (vf) prior such consent shall be evidenced by the delivery of, and shall be subject to the occurrence covenants, agreements, terms, provisions and conditions of, a "Consent to Sublease" duly executed by the Landlord, the Tenant and the sublessee (in substantially the form annexed hereto as Exhibit C), for which the Tenant shall pay to the Landlord a reasonable processing charge (not to exceed $500 in each instance). Anything in this Lease to the contrary notwithstanding, the Landlord shall not in any event be obligated to consent to (x) any proposed subletting of the Basement Space, (y) any proposed subletting that includes a sublicense of a Servicer Default of which a Responsible Officer has knowledge, and after the curing or waiver of such Servicer Defaults that may have occurred, the duties and obligations portion of the Trustee shall be determined solely by the express provisions of this Agreement and Penthouse Roof Space or (z) any Supplements, the Trustee shall not be liable except for the performance of such duties and obligations as shall be specifically set forth in this Agreement and any Supplement, no implied covenants or obligations shall be read into this Agreement or any Supplement against the Trustee and, in the absence of bad faith on the part proposed sublicensing of the TrusteeLicensed Spaces, the Trustee may conclusively relyunless such space is sublet or sublicensed, as applicable, to the truth a party which contemporaneously sublets, pursuant to this Article Seven, at least twenty-five percent (25%) of the statements and the correctness rentable square foot area on one (1) floor of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and, if specifically required to be furnished pursuant to any provision of this Agreement or any Supplement, conforming to the requirements of this Agreement or such SupplementOffice Space.

Subject to Section. 11.1(a), no provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct; provided, however, provided that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (ii) the Trustee shall not be charged with knowledge of any Servicer Default or the failure by the Servicer to comply with the obligations of the Servicer referred to in Section 10.1(a) and (b) unless a Responsible Officer of the Trustee obtains actual knowledge of such failure; (iii) the Trustee shall not be charged with knowledge of an Early Amortization Event (or the related Early Amortization Period) unless a Responsible Officer of the Trustee obtains actual knowledge thereof; (iv) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Investor Certificates relating to the time, method or and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement or any SupplementAgreement; provided that, such direction is delivered by the Holders of Investor Certificates evidencing the percentage of the aggregate unpaid principal amount of Investor Certificates of all Series to which such action relates required for such action by this Agreement; and (viii) prior to the occurrence of a Servicer Default of which a Responsible Officer has knowledge, and after the curing or waiver of such Servicer Defaults that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement and any Supplements, the Trustee shall not be liable except for the performance charged with knowledge of (x) any failure by Servicer referred to in Section 10.1 or (y) any Early Amortization Event unless a Responsible Officer of Trustee obtains actual knowledge of such duties and obligations as shall be specifically set forth in this Agreement and failure or Early Amortization Event or Trustee receives written notice of such failure or Early Amortization Event from Servicer, any Supplement, no implied covenants or obligations shall be read into this Agreement or any Supplement against the Trustee and, in the absence Holders of bad faith on the part Investor Certificates evidencing not less than 25% of the Trusteeaggregate unpaid principal amount of all Investor Certificates (or, the Trustee may conclusively relywith respect to any such failure that does not relate to all Series, as to the truth 25% of the statements and aggregate unpaid principal amount of all Investor Certificates of all Series to which such failure relates, or the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee andEnhancement Providers, if specifically required any, for all Series to be furnished pursuant to any provision of this Agreement or any Supplement, conforming to the requirements of this Agreement or which such Supplementfailure relates).

Subject to Section. 11.1(a)) of this Agreement, no provision of this Agreement or any Supplement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own wilful willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (ii) the Trustee shall not be charged with knowledge of any Servicer Default or the failure by the Servicer to comply with the obligations of the Servicer referred to in Section 10.1(a) and (b) unless a Responsible Officer of the Trustee obtains actual knowledge of such failure; (iii) the Trustee shall not be charged with knowledge of an Early Amortization Event (or the related Early Amortization Period) unless a Responsible Officer of the Trustee obtains actual knowledge thereof; (iv) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Invested Amount of any Series relating to the time, method or and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement or any Supplement; andSupplement in respect of such Series; (viii) prior to the occurrence of a Servicer Default of which a Responsible Officer has knowledge, and after the curing or waiver of such Servicer Defaults that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement and any Supplements, the Trustee shall not be liable except for charged with knowledge of any failure by the performance of such duties and obligations as shall be specifically set forth in this Agreement and any Supplement, no implied covenants or obligations shall be read into this Agreement or any Supplement against the Trustee and, in the absence of bad faith on the part of Servicer (other than the Trustee, in its capacity as Successor Servicer) to comply with the obligations of the Servicer referred to in clauses (a), (b) and (c) of Section 10.1 unless a Responsible Officer of the Trustee may conclusively relyobtains actual knowledge of such failure (it being understood that knowledge of the Servicer, in its capacity as agent for the Trustee, is not attributable to the Trustee) or the Trustee receives written notice of such failure from the Servicer or any Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Invested Amount of any Series adversely affected thereby; (iv) in making a determination of any material and adverse effect upon Certificateholders, the Investor Certificates, the Trustee may, as to the truth matters of the statements and the correctness law, rely exclusively upon an Opinion of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and, if specifically required to be furnished pursuant to any provision of this Agreement or any Supplement, conforming to the requirements of this Agreement or such SupplementCounsel.