Common use of Certain Duties and Responsibilities Clause in Contracts

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative Trustee.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property an Administrator or an Issuer Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's ’s or Administrator’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionArticle. Nothing in this Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its own negligent actionnegligence, its own negligent failure bad faith or willful misconduct with respect to act, acts or its own willful misconductomissions. To the extent that, at law or in equity, the Administrative an Issuer Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's ’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit or them. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or the Property Trustee Issuer Trustees from liability for his or its own negligent action, his or its own negligent failure to act, or his or its own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's or Administrator's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace his or such other duties and liabilities of the Administrative TrusteeIssuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee an Administrator from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's or Administrator's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit or them. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or the Property Trustee Issuer Trustees from liability for his or its own negligent action, his or its own negligent failure to act, or his or its own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's or Administrator's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its his or her own negligent action, its his or her own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's ’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees otherwise existing at law or in equity, are agreed by the Depositor Sponsor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit or them. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee an Administrator from liability for his or its own negligent action, his or its own negligent failure to act, or his or its own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's or Administrator's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace his or such other duties and liabilities of the Administrative TrusteeIssuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its his or her own negligent action, its his or her own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Statutory Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative Trustee.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionArticle. Nothing in this Trust Agreement shall be construed to release the Property an Issuer Trustee from liability for its own negligent actionnegligence, its own negligent failure bad faith or willful misconduct with respect to act, acts or its own willful misconductomissions. To the extent that, at law or in equity, the Administrative an Issuer Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit or them. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its his or her own gross negligent action, its his or her own gross negligent failure to act, or its his or her own willful wilful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee an Administrator from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's ’s or Administrator’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property an Administrator or an Issuer Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's or Administrator's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement andAgreement, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes subject to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust ActSection 10.10 hereof. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrative Trustee or the Property Delaware Trustee from liability for its his or her own negligent action, its own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, an Administrative Trustee or the Administrative Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, such Administrative Trustee or the Administrative Delaware Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the such Administrative Trustee's ’s or Delaware Trustee’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustees or the Delaware Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative Trustees or the Delaware Trustee.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees Trustee shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by Indenture and the Trust Indenture ActAct for securities issued pursuant to indentures qualified thereunder. The Property TrusteeExcept as otherwise provided herein, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding notwithstanding the foregoing, no provision of this Trust Agreement Indenture shall require the Trustees Trustee to expend or risk their its own funds or otherwise incur any financial liability or risk in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement Indenture relating to the conduct or affecting the liability of or affording protection to the Trustees Trustee shall be subject to the provisions of this SectionSection 6.01. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative The Trustee shall not be liable (a) for any 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 or (b) with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in aggregate principal amount of the then Outstanding Securities of any series or all series, determined as provided in Section 5.12, relating to the Trust time, method and place of conducting any proceeding or any remedy available to the Trustee, or exercising any Securityholder for the Administrative Trustee's good faith reliance trust or power conferred on the Trustee, under this Indenture with respect to those Securities. Prior to the occurrence of an Event of Default with respect to Securities of any series and after the curing or waiving of all Events of Default with respect to all series which may have occurred: (a) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture and in the Trust Agreement. The provisions Indenture Act, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and in the Trust Indenture Act, and no implied covenants or obligations shall be read in to this Indenture against the Trustee; and (b) 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 therein, on any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Trust AgreementIndenture and believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties; but in the case of any such statements, certificates or options which by any provisions hereof are specifically required to be furnished to the extent that Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they restrict conform on their face to the duties requirements of this Indenture. If a default or an Event of Default with respect to Securities of any series has occurred and liabilities is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise thereof as a prudent person would exercise or use under the Administrative Trustee otherwise existing at law or circumstances in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities conduct of the Administrative Trusteehis own affairs.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee an Administrator from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's or Administrator's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement andAgreement, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes subject to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust ActSection 10.10 hereof. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrative Trustee or the Property Delaware Trustee from liability for its his or her own negligent action, its own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, an Administrative Trustee or the Administrative Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, such Administrative Trustee or the Administrative Delaware Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the such Administrative Trustee's ’s or Delaware Trustee’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Administrative Trustees or the Delaware Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative Trustees or the Delaware Trustee.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during before the occurrence and continuance of an any Event of DefaultDefault and after the curing or waiving of all Events of Default that may have occurred, undertakes shall undertake to perform only such duties and obligations as are specifically set forth in this Trust Agreement and, upon and the Trust Indenture Act and no implied covenants shall be read into this Trust Agreement against the Property Trustee. In case an Event of DefaultDefault has occurred (that has not been cured or waived pursuant to Section 8.2) of which a Responsible Officer of the Property Trustee has actual knowledge, must the Property Trustee shall exercise such rights and powers vested in it by this Trust Agreement and the Trust Indenture Act, and use the same degree of care and skill in its exercise, as a prudent person individual would exercise or use under the circumstances in the conduct of his/his or her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee Administrative Trustees from liability for its their own grossly negligent action, its their own grossly negligent failure to act, or its their own willful misconduct. To the extent that, at law or in equity, the an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the such Administrative Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Declaration of Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The ; provided, however, that the Property Trustee, other than during Trustee shall not be subject to the occurrence and continuance provisions of an Event the Trust Indenture Act until such time as this Declaration of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise becomes qualified under the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Indenture Act. Notwithstanding the foregoing, no provision provisions of this Declaration of Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not therein herein expressly so provided, every provision of this Declaration of Trust Agreement relating to the conduct or affecting the liability of of, or affording protection to to, the Trustees shall be subject to the provisions of this SectionArticle. Nothing in this Declaration of Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its his own grossly negligent action, its his own grossly negligent failure to act, or its his own willful misconduct. To the extent that, at law or in equity, the an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's good faith reliance on the provisions of this Trust AgreementDeclaration of Trust. The provisions of this Trust AgreementDeclaration of Trust, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The ; provided, however, that the Property Trustee, other than during Trustee shall not be subject to the occurrence and continuance provisions of an Event of Default, undertakes to perform only the Trust Indenture Act until such duties time as are specifically set forth in this Trust Agreement and, becomes qualified under the Trust Indenture Act upon an Event the effectiveness of Default, must exercise a registration statement pursuant to the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust ActRegistration Agreement. Notwithstanding the foregoing, no provision provisions of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this SectionArticle. Nothing in this Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its his own grossly negligent action, its his own grossly negligent failure to act, or its his own willful misconduct. To the extent that, at law or in equity, the an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Trustees to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its his or her own negligent action, its his or her own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, the an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by subject to the Trust Indenture Act. The Property Trustee, other than during the occurrence Act and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in no implied covenants or obligations shall be read into this Trust Agreement and, upon an Event of Default, must exercise against the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust ActProperty Trustee. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itthem. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property a Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative a Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative such Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement andAgreement, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes subject to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust ActSection 10.10 hereof. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its his or her own negligent action, its own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, the an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the such Administrative Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the such Administrative Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes subject to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust ActSection 10.10 hereof. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its his or her own negligent action, its his or her own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit or them. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or the Property Trustee Issuer Trustees from liability for his or its own negligent action, his or its own negligent failure to act, or his or its own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's ’s or Administrator’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) (a) The duties and responsibilities of the Trustees shall be as provided by restricted to those set forth in the express provisions of this Trust Agreement and, in the case of the Property Trustee, also by as provided in the Trust Indenture Act in respect of an indenture trustee under that Act, and no implied covenants or obligations shall be read into this Trust Agreement against any of the Trustees. The Property TrusteeFor purposes of Sections 315(a) and 315(c) of the Trust Indenture act, other than during the occurrence and continuance of term "default" is hereby defined as an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care Default which has occurred and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Actis continuing. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Trustees to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Notwithstanding anything contained in this Trust Agreement to the contrary, the duties and responsibilities of the Property Trustee under this Trust Agreement shall be subject to the protections, exculpations and limitations on liability afforded to the Property Trustee under this Trust Agreement, the Delaware Business Trust Act, to the extent applicable, Rule 3a-7 under the Investment Company Act or any successor rule thereunder, and to an indenture trustee under the Trust Indenture Act. For the purposes of Section 315(d)(2) of the Trust Indenture Act, the term "responsible officer" is hereby defined as a Responsible Officer and the chairman or vice-chairman of the board of directors, the chairman or vice-chairman of the executive committee of the board of directors, the president, any vice president, any assistant vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller and any assistant controller of the Property Trustee, or any other officer of the Property Trustee customarily performing functions similar to those performed by a Responsible Officer or any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeSection 8.01.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for its act or omissions hereunder except as a result of its own gross negligence or willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture Act. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconductSection 8.1. To the extent that, at law or in equity, the Delaware Trustee or an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Delaware Trustee or such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Delaware Trustee or the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Delaware Trustee or the Administrative TrusteeTrustees, as the case may be.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionArticle. Nothing in this Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its own negligent actionnegligence, its own negligent failure bad faith or willful misconduct with respect to act, acts or its own willful misconductomissions. To the extent that, at law or in equity, the Administrative an Issuer Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees Trustee shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by Indenture and the Trust Indenture ActAct for securities issued pursuant to indentures qualified thereunder. The Property TrusteeExcept as otherwise provided herein, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding notwithstanding the foregoing, no provision of this Trust Agreement Indenture shall require the Trustees Trustee to expend or risk their its own funds or otherwise incur any financial liability or risk in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement Indenture relating to the conduct or affecting the liability of or affording protection to the Trustees Trustee shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative The Trustee shall not be liable (x) for any 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 or (y) with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding relating to the Trust time, method and place of conducting any proceeding or any remedy available to the Trustee, or exercising any Securityholder for trust or power conferred upon the Administrative Trustee's good faith reliance on , under this Indenture. Prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default which may have occurred: (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture and in the Trust Agreement. The provisions Indenture Act, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and in the Trust Indenture Act, and no implied covenants or obligations shall be read in to this Indenture against the Trustee; and (ii) 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 therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Trust AgreementIndenture and believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties; but in the case of any such statements, certificates or options which by any provisions hereof are specifically required to be furnished to the extent that Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they restrict conform on their face to the duties requirements of this Indenture. If a default or an Event of Default has occurred and liabilities is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise thereof as a prudent person would exercise or use under the Administrative Trustee otherwise existing at law or circumstances in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities conduct of the Administrative Trusteehis own affairs.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrative Trustee or the Property Delaware Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, such Administrative Trustee or the Administrative Delaware Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustees or the Delaware Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative Trustees or the Delaware Trustee.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its such Person's own negligent action, its such Person's own negligent failure to act, or its such Person's own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by subject to the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit or them. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its such Administrative Trustee's own negligent action, its own such Administrative Trustee's gross negligent failure to act, or its such Administrative Trustee's own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for such Trustee's acts or omissions hereunder except as a result of such Trustee's own gross negligence or willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture Act. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Delaware Trustee or an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the SecurityholdersSecurity holders, the Delaware Trustee or such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Delaware Trustee or the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Security holders to replace such other duties and liabilities of the Delaware Trustee and the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by subject to the Trust Indenture Act. The Property Trustee, other than during to the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Actextent applicable. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit or them. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its such Administrative Trustee's own grossly negligent action, its own such Administrative Trustee's gross negligent failure to act, or its such Administrative Trustee's own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the 42 provisions of this SectionSection 7.01. Nothing No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Trust or any employee or agent of the Trust or its Affiliates for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Trust Agreement or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person's gross negligence (but, in the case of the Property Trustee, nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, action or its own negligent failure to act, ) or its own willful misconductmisconduct with respect to such acts or omissions. To the extent that, at law or in equity, the Administrative Trustee has Trustees have duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative Trustee Trustees shall not be liable to the Trust or to any Securityholder for the Administrative TrusteeTrustees's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for its act or omissions hereunder except as a result of its own gross negligence or willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture Act. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconductSection 8.1. To the extent that, at law or in equity, the Delaware Trustee or an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Delaware Trustee or such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Delaware Trustee or the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Delaware Trustee and the Administrative TrusteeTrustees, as the case may be.

Certain Duties and Responsibilities. (a) The Book-Entry Depositary and the Note Custodian undertake to perform such duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairsAgreement. The Trustees Book-Entry Depositary may perform or execute any of its duties or powers hereunder either directly or through its agents. The Book-Entry Depositary and the Note Custodian shall have all the privilegesnot incur any liability to any Depositary with respect to any Certificated Depositary Interest, rights and immunities provided any owner of Book-Entry Interests or any other Person hereunder or in connection herewith if, by the Delaware Business Trust Act. Notwithstanding the foregoing, no reason of any provision of any present or future law or regulation of any governmental or regulatory authority or securities exchange, or by reason of any act of God or war or other circumstance beyond the control of the Book-Entry Depositary and the Note Custodian, the Book-Entry Depositary and the Note Custodian shall be prevented or forbidden from doing or performing any act or thing that the terms of this Trust Agreement provide shall require be done or performed. The Book-Entry Depositary and the Trustees to expend or risk Note Custodian shall not be liable under this Agreement other than by reason of their own funds bad faith, willful misconduct or otherwise incur any financial liability negligence in the performance of any of their such duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing as are specifically set forth in this Trust Agreement shall be construed to release Agreement. The Book-Entry Depositary and the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative Trustee Note Custodian shall not be liable to for any damages resulting from the Trust transfer or to delivery of the Book-Entry Interests in accordance with the terms of this Agreement. The Book-Entry Depositary and the Note Custodian shall not be liable for any Securityholder for the Administrative Trustee's action or inaction by them done in good faith reliance on upon the provisions written advice of legal counsel. The Book-Entry Depositary and the Note Custodian may rely upon any written notice, request, direction or other document believed by them in good faith to be genuine and to have been signed or presented by the proper party or parties. The Book-Entry Depositary and the Note Custodian assume no obligation nor shall they be subject to any liability under this Trust Agreement to any Depositary or any owner of Book-Entry Interests or any other Person (including, without limitation, liability with respect to the validity or worth of the Notes), other than that they agree to use their good faith and reasonable care in the performance of such duties as are specifically set forth in this Agreement. The provisions Book-Entry Depositary and the Note Custodian make no representation or warranty and shall at no time have any responsibility for, or liability or obligation in respect of, the legality, validity, binding effect, adequacy or enforceability of the Notes, the performance and observance by the Issuer of its obligations under the Notes or the recoverability of any sum of interest and principal due or to become due from the Issuer in respect of the Notes. The Book-Entry Depositary and the Note Custodian shall at no time have any responsibility for, or obligation or liability in respect of, the financial condition, creditworthiness, affairs, status or nature of the Issuer. The Book-Entry Depositary and the Note Custodian shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Note or in respect of the Book-Entry Interests, or take any other action or omit to take any action under this Trust Agreement, to which in their opinion may involve them in expense or liability, unless reasonable security or indemnity against the extent that they restrict the duties cost, expenses and liabilities which may be incurred by them in connection therewith is furnished. The Book-Entry Depositary and the Note Custodian shall not be liable for any acts or omissions made by a successor depositary or successor note custodian whether in connection with a previous act or omission of the Administrative Trustee otherwise existing at law Book-Entry Depositary or Note Custodian or in equityconnection with a matter arising wholly after the removal or resignation of the Book-Entry Depositary or Note Custodian, are agreed by provided that the Depositor Book-Entry Depositary or Note Custodian, exercised its good faith and reasonable care while it acted as Book-Entry Depositary or Note Custodian, as the case may be. The Book-Entry Depositary and the Securityholders to replace such other duties Note Custodian may own and liabilities deal in any class of securities of the Administrative TrusteeIssuer and its affiliates and in interests in the Book-Entry Interests. The Book-Entry Depositary and the Note Custodian may enter into other dealings with the Issuer or any of its Affiliates of any nature whatsoever.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionArticle. Nothing in this Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its own gross negligent action, its own gross negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during before the occurrence and continuance of an any Event of DefaultDefault and after the curing or waiving of all Events of Default that may have occurred, undertakes shall undertake to perform only such duties and obligations as are specifically set forth in this Trust Agreement and, upon and the Trust Indenture Act and no implied covenants shall be read into this Trust Agreement against the Property Trustee. In case an Event of DefaultDefault has occurred (that has not been cured or waived pursuant to Section 8.2) of which a responsible officer of the Property Trustee has actual knowledge, must the Property Trustee shall exercise such rights and powers vested in it by this Trust Agreement and the Trust Indenture Act, and use the same degree of care and skill in its exercise, as a prudent person individual would exercise or use under the circumstances in the conduct of his/his or her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee Administrative Trustees from liability for its their own grossly negligent action, its their own grossly negligent failure to act, or its their own willful misconduct. To the extent that, at law or in equity, the an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the such Administrative Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor Sponsor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during before the occurrence and continuance of an any Event of DefaultDefault and after the curing or waiving of all Events of Default that may have occurred, undertakes shall undertake to perform only such duties and obligations as are specifically set forth in this Trust Agreement and, upon and the Trust Indenture Act and no implied covenants shall be read into this Trust Agreement against the Property Trustee. In case an Event of DefaultDefault has occurred (that has not been cured or waived pursuant to Section 8.2) of which a Responsible Officer of the Property Trustee has actual knowledge, must the Property Trustee shall exercise such rights and powers vested in it by this Trust Agreement and the Trust Indenture Act, and use the same degree of care and skill in its exercise, as a prudent person individual would exercise or use under the circumstances in the conduct of his/his or her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee Regular Trustees from liability for its their own grossly negligent action, its their own grossly negligent failure to act, or its their own willful misconduct. To the extent that, at law or in equity, the Administrative a Regular Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative such Regular Trustee shall not be liable to the Trust or to any Securityholder for to the Administrative Trustee's good faith reliance on maximum extent that Maryland law in effect from time to time permits limitation of the provisions liability of this Trust Agreementtrustees and officers of a business trust. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Regular Trustees otherwise existing at law or in equity, are agreed by the Depositor Sponsor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeRegular Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon after an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/his or her own affairs. The Trustees shall have all the privileges, rights rights, and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence Act and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in no implied covenants or obligations shall be read into this Trust Agreement and, upon an Event of Default, must exercise against the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust ActProperty Trustee. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itthem. In the absence of bad faith on its part, the Property Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Property Trustee and conforming to the requirements of this Trust Agreement. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or the Property Delaware Trustee from liability for its his own negligent action, its own negligent failure to act, gross negligence or its own willful misconduct. To the extent that, at law or in equity, an Administrator or the Administrative Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, such Administrator and the Administrative Delaware Trustee shall not be liable to the Trust or any other Trustee or to any Securityholder for such Administrator's or the Administrative Delaware Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Administrators and the Delaware Trustee otherwise existing at law or in equity, are agreed by the Depositor Depositor, the Trustees and the Securityholders to replace such other duties and liabilities of the Administrative Administrators and the Delaware Trustee.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during before the occurrence and continuance of an any Event of DefaultDefault and after the curing or waiving of all Events of Default that may have occurred, undertakes shall undertake to perform only such duties and obligations as are specifically set forth in this Trust Agreement and, upon and the Trust Indenture Act and no implied covenants shall be read into this Trust Agreement against the Property Trustee. In case an Event of DefaultDefault has occurred (that has not been cured or waived pursuant to Section 8.2) of which a Responsible Officer of the Property Trustee has actual knowledge, must the Property Trustee shall exercise such rights and powers vested in it by this Trust Agreement and the Trust Indenture Act, and use the same degree of care and skill in its exercise, as a prudent person individual would exercise or use under the circumstances in the conduct of his/his or her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Administrative Trustees or Delaware Trustee from liability for its their own grossly negligent action, its their own grossly negligent failure to act, or its their own willful misconduct. To the extent that, at law or in equity, the an Administrative Trustee or Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the SecurityholdersSecurity Holders, the such Administrative Trustee or Delaware Trustee shall not be liable to the Trust or to any Securityholder Security Holder for the such Administrative Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustees or Delaware Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Security Holders to replace such other duties and liabilities of the Administrative Trustees or Delaware Trustee.

Certain Duties and Responsibilities. (a) The Book-Entry Depositary and the Note Custodian undertake to perform such duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairsAgreement. The Trustees Book-Entry Depositary may perform or execute any of its duties or powers hereunder either directly or through its agents. The Book-Entry Depositary and the Note Custodian shall have all the privilegesnot incur any liability to any Depositary with respect to any Certificateless Depositary Interest, rights and immunities provided any owner of Book-Entry Interests or any other Person hereunder or in connection herewith if, by the Delaware Business Trust Act. Notwithstanding the foregoing, no reason of any provision of any present or future law or regulation of any governmental or regulatory authority or securities exchange, or by reason of any act of God or war or other circumstance beyond the control of the Book-Entry Depositary and the Note Custodian, the Book-Entry Depositary and the Note Custodian shall be prevented or forbidden from doing or performing any act or thing that the terms of this Trust Agreement provide shall require be done or performed. The Book-Entry Depositary and the Trustees to expend or risk Note Custodian shall not be liable under this Agreement other than by reason of their own funds bad faith, willful misconduct or otherwise incur any financial liability negligence in the performance of any of their such duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing as are specifically set forth in this Trust Agreement shall be construed to release Agreement. The Book-Entry Depositary and the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative Trustee Note Custodian shall not be liable to for any damages resulting from the Trust transfer or to delivery of the Book-Entry Interests in accordance with the terms of this Agreement. The Book-Entry Depositary and the Note Custodian shall not be liable for any Securityholder for the Administrative Trustee's action or inaction by them done in good faith reliance on upon the provisions written advice of legal counsel. The Book-Entry Depositary and the Note Custodian may rely upon any written notice, request, direction or other document believed by them in good faith to be genuine and to have been signed or presented by the proper party or parties. The Book-Entry Depositary and the Note Custodian assume no obligation nor shall they be subject to any liability under this Trust Agreement to any Depositary or any owner of Book-Entry Interests or any other Person (including, without limitation, liability with respect to the validity or worth of the Notes), other than that they agree to use their good faith and reasonable care in the performance of such duties as are specifically set forth in this Agreement. The provisions Book-Entry Depositary and the Note Custodian make no representation or warranty and shall at no time have any responsibility for, or liability or obligation in respect of, the legality, validity, binding effect, adequacy or enforceability of the Notes, the performance and observance by the Issuer of its obligations under the Notes or the recoverability of any sum of interest and principal due or to become due from the Issuer in respect of the Notes. The Book-Entry Depositary and the Note Custodian shall at no time have any responsibility for, or obligation or liability in respect of, the financial condition, creditworthiness, affairs, status or nature of the Issuer. The Book-Entry Depositary and the Note Custodian shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Note or in respect of the Book-Entry Interests, or take any other action or omit to take any action under this Trust Agreement, to which in their opinion may involve them in expense or liability, unless reasonable security or indemnity against the extent that they restrict the duties cost, expenses and liabilities which may be incurred by them in connection therewith is furnished. The Book-Entry Depositary and the Note Custodian shall not be liable for any acts or omissions made by a successor depositary or successor note custodian whether in connection with a previous act or omission of the Administrative Trustee otherwise existing at law Book-Entry Depositary or Note Custodian or in equityconnection with a matter arising wholly after the removal or resignation of the Book-Entry Depositary or Note Custodian, are agreed by provided that the Depositor Book-Entry Depositary or Note Custodian, exercised its good faith and reasonable care while it acted as Book-Entry Depositary or Note Custodian, as the case may be. The Book-Entry Depositary and the Securityholders to replace such other duties Note Custodian may own and liabilities deal in any class of securities of the Administrative TrusteeIssuer and its affiliates and in interests in the Book-Entry Interests. The Book-Entry Depositary and the Note Custodian may enter into other dealings with the Issuer or any of its Affiliates of any nature whatsoever.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by subject to the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property an Issuer Trustee or an Administrator from liability for its own gross negligent action, its own gross negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative an Administrator or Issuer Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the SecurityholdersHolders, such Administrator or the Administrative Issuer Trustee shall not be liable to the Trust or to any Securityholder Holder for the Administrative Trustee's its good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Administrators or Issuer Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeAdministrators and Issuer Trustees.

Certain Duties and Responsibilities. (a) The rights, duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property TrusteeFor purposes of Sections 315(a) and 315(c) of the Trust Indenture Act, other than during the occurrence and continuance of term “default” is hereby defined to mean an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care Default has occurred and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Actis continuing. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itthem. The Delaware Trustee and the Administrative Trustees shall have no liability under this Trust Agreement except for gross negligence or willful misconduct. The Property Trustees shall have no liability under this Trust Agreement except for negligence and willful misconduct. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconductSection 8.01. To the extent that, at law or in equity, the Delaware Trustee or an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the SecurityholdersHolders, the Delaware Trustee or such Administrative Trustee shall not be liable to the Trust or to any Securityholder Holder for the Administrative such Trustee's ’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Delaware Trustee or the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Delaware Trustee or the Administrative TrusteeTrustees, as the case may be.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees Trustee shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by Indenture and the Trust Indenture ActAct for securities issued pursuant to indentures qualified thereunder. The Property TrusteeExcept as otherwise provided herein, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding notwithstanding the foregoing, no provision of this Trust Agreement Indenture shall require the Trustees Trustee to expend or risk their its own funds or otherwise incur any financial liability or risk in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement Indenture relating to the conduct or affecting the liability of or affording protection to the Trustees Trustee shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative The Trustee shall not be liable (x) for any 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 or (y) with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding relating to the Trust time, method and place of conducting any proceeding or any remedy available to the Trustee, or exercising any Securityholder for trust or power conferred upon the Administrative Trustee's good faith reliance on , under this indenture. Prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default which may have occurred: (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture and in the Trust Agreement. The provisions Indenture Act, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and in the Trust Indenture Act, and no implied covenants or obligations shall be read in to this Indenture against the Trustee; and (ii) 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 therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Trust AgreementIndenture and believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties; but in the case of any such statements, certificates or options which by any provisions hereof are specifically required to be furnished to the extent that Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they restrict conform on their face to the duties requirements of this Indenture. If a default or an Event of Default has occurred and liabilities is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise thereof as a prudent person would exercise or use under the Administrative Trustee otherwise existing at law or circumstances in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities conduct of the Administrative Trusteehis own affairs.

Certain Duties and Responsibilities. (a) The rights, immunities, duties and responsibilities of the Issuer Trustees shall be as provided by this Declaration of Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property TrusteeAct (and there shall be no other duties (including fiduciary duties) or obligations, other than during express or implied, at law or in equity, of the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust ActIssuer Trustees). Notwithstanding the foregoing, no provision of this Declaration of Trust Agreement shall require any of the Issuer Trustees to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if it or they shall have reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Declaration of Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionSection 8.1. Nothing in this Declaration of Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its his or her own negligent action, its his or her own negligent failure to act, or its his or her own willful misconductmisconduct with respect to acts or omissions. To the extent that, at law or in equity, the Administrative an Issuer Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's ’s good faith reliance on the provisions of this Trust AgreementDeclaration of Trust. The provisions of this Trust AgreementDeclaration of Trust, to the extent that they restrict or eliminate the duties and liabilities of the Administrative Trustee Issuer Trustees otherwise existing at law or in equity, are agreed by the Depositor Sponsor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees.

Certain Duties and Responsibilities. (a) The rights, duties and responsibilities of the Trustees Trustee shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement Indenture shall require the Trustees Trustee to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder. In addition, except during the continuance of an Event of Default with respect to the Securities of a series, the Trustee need perform only those duties as are specifically set forth in the Indenture relating to the Securities of that series, and no covenants or obligations shall be implied in this Indenture against the Trustee. In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with the direction of the holders pursuant to Section 5.12 of this Indenture. If an Event of Default has occurred and is continuing and has not been waived, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Whether or not therein expressly so provided, every provision of this Trust Agreement Indenture relating to the conduct or affecting the liability of or affording protection to the Trustees Trustee shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative Trustee.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees any Trustee to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for such Trustee's acts or omissions hereunder except as a result of such Trustee's own bad faith, gross negligence or willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture Act. Whether or not therein herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Delaware Trustee or an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Delaware Trustee or such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Delaware Trustee or the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Delaware Trustee and the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement Declaration and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement Declaration and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Statutory Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement Declaration shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement Declaration relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement Declaration shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative Trustee has Trustees have duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative Trustee Trustees shall not be liable to the Trust or to any Securityholder for the Administrative Trustee's Trustees' good faith reliance on the provisions of this Trust AgreementDeclaration. The provisions of this Trust AgreementDeclaration, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and ----------------------------------- responsibilities of the Trustees shall be as provided by restricted to those set forth in the express provisions of this Trust Agreement and, in the case of the Property Trustee, also by as provided in the Trust Indenture Act in respect of an indenture trustee under that Act, and no implied covenants or obligations shall be read into this Trust Agreement against the Property Trustee. For purposes of Sections 315(a) and 315(c) of the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of term "default" is hereby an "Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care " which has occurred and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Actis continuing. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Trustees to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Notwithstanding anything contained in this Trust Agreement to the contrary, the duties and responsibilities of the Property Trustee under this Trust Agreement shall subject to the protections, exculpations and limitations on liability afforded to the Property Trustee under this Trust Agreement, the Delaware Business Trust Act, to the extent applicable, Rule 3a-7 under the Investment Company Act or any successor rule thereunder, and to an indenture trustee under the Trust Indenture Act. For the purposes of Section 315(d)(2) of the Trust Indenture Act, the term "responsible officer" is hereby defined as "Responsible Officer". Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its own negligent action, its own negligent failure to act, his or her or its own negligence or willful misconduct. To the extent that, at law or in equity, an Administrative Trustee or the Administrative Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust Trust, to any other Trustee or to the Securityholders, such Administrative Trustee or the Administrative Delaware Trustee shall not be liable to the Trust Trust, to any other Trustee or to any Securityholder for the Administrative such Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor Depositor, the Trustees and the Securityholders to replace such other duties and liabilities of the Administrative Trustees and the Delaware Trustee.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Statutory Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this SectionSection 7.01. Nothing No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Trust or any employee or agent of the Trust or its Affiliates for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Trust Agreement or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person’s gross negligence (but, in the case of the Property Trustee, nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, action or its own negligent failure to act, ) or its own willful misconductmisconduct with respect to such acts or omissions. To the extent that, at law or in equity, the Administrative Trustee has Trustees have duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative Trustee Trustees shall not be liable to the Trust or to any Securityholder for the Administrative Trustee's Trustees’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes subject to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust ActSection 10.10 hereof. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its his or her own negligent action, its his or her own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's ’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees.

Certain Duties and Responsibilities. (a) The rights, duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance continuation of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Statutory Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itthem. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative Delaware Trustee shall not be liable to the Trust or to any Securityholder for the Administrative Delaware Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Delaware Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative Delaware Trustee.

Certain Duties and Responsibilities. (a) The rights, duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property TrusteeFor purposes of Sections 315(a) and 315(c) of the Trust Indenture Act, other than during the occurrence and continuance of term “default” is hereby defined to mean an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care Default has occurred and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Actis continuing. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Delaware Trustee shall have no liability under this Trust Agreement except for its gross negligence or willful misconduct. The Property Trustee shall have no liability under this Trust Agreement except for its negligence or willful misconduct. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its own gross negligent action, its own gross negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Delaware Trustee or an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the SecurityholdersHolders, the Delaware Trustee or such Administrative Trustee shall not be liable to the Trust or to any Securityholder Holder for the Administrative such Trustee's ’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Delaware Trustee or the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor Sponsor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit or them. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator or the Property Trustee Issuer Trustees from liability for his or its own negligent action, his or its own negligent failure to act, or his or its own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's or Administrator's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The rights, immunities, duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its his or her own negligent action, its his or her own negligent failure to act, or its his or her own willful wilful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Declaration of Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during before the occurrence and continuance of an any Event of DefaultDefault and after the curing or waiving of all Events of Default that may have occurred, undertakes shall undertake to perform only such duties and obligations as are specifically set forth in this Declaration of Trust Agreement and, upon and the Trust Indenture Act and no implied covenants shall be read into this Declaration of Trust against the Property Trustee. In case an Event of DefaultDefault has occurred (that has not been cured or waived pursuant to Section 8.2) of which a responsible officer of the Property Trustee has actual knowledge, must the Property Trustee shall exercise such rights and powers vested in it by this Declaration of Trust and the Trust Indenture Act, and use the same degree of care and skill in its exercise, as a prudent person individual would exercise or use under the circumstances in the conduct of his/his or her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Declaration of Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Declaration of Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Declaration of Trust Agreement shall be construed to release the Property Administrative Trustees or the Delaware Trustee from liability for its their own grossly negligent action, its their own grossly negligent failure to act, or its their own willful misconduct. To the extent that, at law or in equity, the an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the such Administrative Trustee's good faith reliance on the provisions of this Declaration of Trust Agreementor advice of counsel. The provisions of this Trust AgreementDeclaration of Trust, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement andAgreement, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes subject to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust ActSection 10.10 hereof. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrative Trustee or the Property Delaware Trustee from liability for its his or her own negligent action, its own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, an Administrative Trustee or the Administrative Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, such Administrative Trustee or the Administrative Delaware Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the such Administrative Trustee's or Delaware Trustee’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustees or the Delaware Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative Trustees or the Delaware Trustee.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement andAgreement, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes subject to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust ActSection 10.10 hereof. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its his or her own negligent action, its own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, the an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the such Administrative Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the such Administrative Trustee's ’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees or Administrators to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release the Property Trustee an Administrator from liability for its his or her own negligent action, its own negligent failure to act, or its his or her own willful wilful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's or Administrator's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Declaration of Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The ; provided, however, that the Property Trustee, other than during Trustee shall -------- ------- not be subject to the occurrence and continuance provisions of an Event the Trust Indenture Act until such time as this Declaration of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise becomes qualified under the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Indenture Act. Notwithstanding the foregoing, no provision provisions of this Declaration of Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not therein herein expressly so provided, every provision of this Declaration of Trust Agreement relating to the conduct or affecting the liability of of, or affording protection to to, the Trustees shall be subject to the provisions of this SectionArticle. Nothing in this Declaration of Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its his own grossly negligent action, its his own grossly negligent failure to act, or its his own willful misconduct. To the extent that, at law or in equity, the an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's good faith reliance on the provisions of this Trust AgreementDeclaration of Trust. The provisions of this Trust AgreementDeclaration of Trust, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for such Trustee’s acts or omissions hereunder except as a result of such Trustee’s own gross negligence or willful misconduct. The Property Trustee’s liability shall be determined under the Trust Indenture Act. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative a Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative such Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's ’s good faith reliance on the provisions of this Trust Agreement. The To the fullest extent permitted by law, the provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties duties, responsibilities, rights, immunities and responsibilities protection of the Trustees Trustee shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Prior to any Event of Default, undertakes to perform only Default the Trustee shall not be liable except for the performance of such duties as are specifically set forth out herein and in the Trust Indenture Act and no implied covenants or obligations shall be read into this Trust Agreement andIndenture against the Trustee. In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they substantially conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein.) Upon the occurrence of an Event of DefaultDefault (which has not been cured or waived), must the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person individual would exercise or use under the circumstances in the conduct of his/his or her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement Indenture shall require the Trustees Trustee to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement Indenture relating to the conduct or affecting the liability of or affording protection to the Trustees Trustee shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeSection 5.01.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionArticle. Nothing in this Trust Agreement shall be construed to release the Property an Issuer Trustee from liability for its own negligent actionnegligence, its own negligent failure bad faith or willful misconduct with respect to act, acts or its own willful misconductomissions. To the extent that, at law or in equity, the Administrative an Issuer Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's ’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes subject to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust ActSection 10.10 hereof. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees or Administrators to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release the Property Trustee an Administrator from liability for its his or her own negligent action, its own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's or Administrator's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The Trustees undertake to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenant or obligations shall be read into this Trust Agreement against the Trustees. The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for such Trustee’s acts or omissions hereunder except as a result of such Trustee’s own negligence or willful misconduct. The Property Trustee’s liability shall be determined under the Trust Indenture Act. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative a Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative such Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's ’s good faith reliance on the provisions of this Trust Agreement. The To the fullest extent permitted by law, the provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than Except during the occurrence and continuance of an Event of Default, : The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement andIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and In the absence of negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. In case an Event of DefaultDefault has occurred and is continuing with respect to the Notes, must the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to the Notes, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his/his or her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no No provision of this Trust Agreement Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: this subsection shall not be construed to limit the effect of subsection (a) of this Section; the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating to the time, method 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 Indenture with respect to the Notes. No provision of this Indenture shall require the Trustees Trustee to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement Indenture relating to the conduct or affecting the liability of or affording protection to the Trustees Trustee shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative Trustee.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall Trustee will be as provided by this Trust Agreement and, in the case of the Property Trustee, also determined solely by the Trust express provisions of this Indenture Act. The Property Trustee, other than during and the occurrence and continuance of an Event of Default, undertakes to Trustee need perform only such those duties as that are specifically set forth in this Trust Agreement andIndenture and no others, and no implied covenants or obligations shall be read into this Indenture or the other Notes Documents against the Trustee; and in the absence of gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon an Event certificates or opinions furnished to the Trustee and conforming to the requirements of Defaultthis Indenture. However, must exercise the same degree Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of care and skill as a prudent person would exercise this Indenture (but need not confirm or use in investigate the conduct accuracy of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Actmathematical calculations or other facts stated therein). Notwithstanding the foregoing, no implied covenants shall be read into the Indenture against the Trustee, and no provision of this Trust Agreement the Indenture shall require the Trustees Trustee to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. The Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 512. The Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct as determined by a final order of a court of competent jurisdiction, except that the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts. Whether or not therein expressly so provided, every provision of this Trust Agreement the Indenture relating to the conduct or affecting the liability of or affording protection to the Trustees Trustee shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative Trustee.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for its act or omissions hereunder except as a result of its own gross negligence or willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture Act. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Delaware Trustee an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Delaware Trustee such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Delaware Trustee the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for its acts or omissions hereunder except as a result of its own gross negligence or willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture Act. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Delaware Trustee or an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Delaware Trustee or such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Delaware Trustee or the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Delaware Trustee or Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees Trustee shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by Indenture and the Trust Indenture ActAct for securities issued pursuant to indentures qualified thereunder. The Property TrusteeExcept as otherwise provided herein, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding notwithstanding the foregoing, no provision of this Trust Agreement Indenture shall require the Trustees Trustee to expend or risk their its own funds or otherwise incur any financial liability or risk in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement Indenture relating to the conduct or affecting the liability of or affording protection to the Trustees Trustee shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative The Trustee shall not be liable (x) for any 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 or (y) with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding relating to the Trust time, method and place of conducting any proceeding or any remedy available to the Trustee, or exercising any Securityholder for trust or power conferred upon the Administrative Trustee's good faith reliance on , under this Indenture. Prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default which may have occurred: (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture and in the Trust Agreement. The provisions Indenture Act, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and in the Trust Indenture Act, and no implied covenants or obligations shall be read in to this Indenture against the Trustee; and (ii) 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 therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Trust AgreementIndenture and believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties; but in the case of any such statements, certificates or opinions which by any provisions hereof are specifically required to be furnished to the extent that Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they restrict conform on their face to the duties requirements of this Indenture. If a default or an Event of Default has occurred and liabilities is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise thereof as a prudent person would exercise or use under the Administrative Trustee otherwise existing at law or circumstances in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities conduct of the Administrative Trusteehis own affairs.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement andAgreement, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes subject to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust ActSection 10.10 hereof. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrative Trustee or the Property Delaware Trustee from liability for its his or her own negligent action, its own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, an Administrative Trustee or the Administrative Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, such Administrative Trustee or the Administrative Delaware Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the such Administrative Trustee's ’s or Delaware Trustee’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Administrative Trustees or the Delaware Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative Trustees or the Delaware Trustee.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for such Trustee's acts or omissions hereunder except as a result of such Trustee's own gross negligence or willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture Act. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative a Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative such Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's good faith reliance on the provisions of this Trust Agreement. The To the fullest extent permitted by law, the provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during before the occurrence and continuance of an any Event of DefaultDefault and after the curing or waiving of all Events of Default that may have occurred, undertakes shall undertake to perform only such duties and obligations as are specifically set forth in this Trust Agreement and, upon and the Trust Indenture Act and no implied covenants shall be read into this Trust Agreement against the Property Trustee. In case an Event of DefaultDefault has occurred (that has not been cured or waived pursuant to Section 8.2) of which a responsible officer of the Property Trustee has actual knowledge, must the Property Trustee shall exercise such rights and powers vested in it by this Trust Agreement and the Trust Indenture Act, and use the same degree of care and skill in its exercise, as a prudent person individual would exercise or use under the circumstances in the conduct of his/his or her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee Administrative Trustees from liability for its their own grossly negligent action, its their own grossly negligent failure to act, or its their own willful misconduct. To the extent that, at law or in equity, the an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the such Administrative Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The Except as otherwise provided, the duties and responsibilities of the Trustees Trustee shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement Indenture shall require the Trustees Trustee to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers. The Trustee shall, if they prior to the occurrence of a Default or Event of Default of which the Trustee is deemed to have knowledge, and after the curing of all Defaults or Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture or any other related document against the Trustee. The right of the Trustee to perform any discretionary act enumerated or contemplated in this Indenture or other related documents shall not be construed as a duty. The Trustee shall, during the existence of any Default or Event of Default which it is deemed to have reasonable grounds knowledge of and which has not been cured, exercise such of the rights and powers vested in it by this Indenture, and 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 the prudent person's own affairs. The Trustee shall not be liable for believing that repayment any error of such funds judgment made in good faith by any Responsible Officer of the Trustee unless the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall not be liable with respect to any action taken or adequate indemnity against such risk omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Securities Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or liability is not reasonably assured to itthe exercise of any trust or power conferred upon the Trustee, under this Indenture. Whether or not therein expressly so providedNotwithstanding the foregoing, every no provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement Indenture shall be construed to release relieve the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct. To the extent thatWhether or not therein expressly so provided, at law or in equity, the Administrative Trustee has duties (including fiduciary duties) and liabilities every provision of this Indenture relating thereto to the Trust conduct or affecting the liability of or affording protection to the Securityholders, the Administrative Trustee shall not be liable subject to the Trust or to any Securityholder for the Administrative Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeSection.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees any Trustee to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for its act or omissions hereunder except as a result of its own gross negligence or willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture Act. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconductSection 8.1. To the extent that, at law or in equity, the Delaware Trustee or an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative such Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Delaware Trustee or the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Delaware Trustee and the Administrative TrusteeTrustees, as the case may be.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement Declaration and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during before the occurrence and continuance of an any Event of DefaultDefault and after the curing or waiving of all Events of Default that may have occurred, undertakes shall undertake to perform only such duties and obligations as are specifically set forth in this Declaration and the Trust Agreement andIndenture Act, upon and no implied covenants shall be read into this Declaration against the Property Trustee. In case an Event of DefaultDefault has occurred (and has not been cured or waived pursuant to Section 8.2) of which a Responsible Officer of the Property Trustee has actual knowledge, must the Property Trustee shall exercise such rights and powers vested in it by this Declaration and the Trust Indenture Act, and use the same degree of care and skill in its exercise, as a prudent person individual would exercise or use under the circumstances in the conduct of his/his or her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement Declaration shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itthem. Whether or not therein herein expressly so provided, every provision of this Trust Agreement Declaration relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement Declaration shall be construed to release the Property Trustee Administrative Trustees from liability for its their own grossly negligent action, its their own grossly negligent failure to act, act or its their own willful misconduct. To the extent that, at law or in equity, the an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the such Administrative Trustee's good faith reliance on the provisions of this Trust AgreementDeclaration. The provisions of this Trust AgreementDeclaration, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itassured. No Administrative Trustee shall be liable for its act or omissions hereunder except as a result of its own gross negligence or bad faith or willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture Act. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconductSection 801. To the extent that, at law or in equity, the an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Declaration of Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Declaration of Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not therein herein expressly so provided, every provision of this Declaration of Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this SectionArticle. Nothing in this Declaration of Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its his own grossly negligent action, its his own grossly negligent failure to act, or its his own willful misconduct. To the extent that, at law or in equity, the an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's good faith reliance on the provisions of this Trust AgreementDeclaration of Trust. The provisions of this Trust AgreementDeclaration of Trust, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative Trustees. (b) All payments made by the Property Trustee or a Paying Agent in respect of the Trust Securities shall be made only from the revenue and proceeds from the Trust Property and only to the extent that there shall be sufficient revenue or proceeds from the Trust Property to enable the Property Trustee or a Paying Agent to make payments in accordance with the terms hereof. Each Securityholder, by its acceptance of a Trust Security, agrees that it will look solely to the revenue and proceeds from the Trust Property to the extent legally available for distribution to it as herein provided and that the B-26 98 Trustees are not personally liable to it for any amount distributable in respect of any Trust Security or for any other liability in respect of any Trust Security. This Section 8.1(b) does not limit the liability of the Trustees expressly set forth elsewhere in this Declaration of Trust or, in the case of the Property Trustee, in the Trust Indenture Act, if applicable. (c) No provision of this Declaration of Trust shall be construed to relieve the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) the Property Trustee shall not be liable for any error of judgment made in good faith by an authorized officer of the Property Trustee, unless it shall be proved that the Property Trustee was negligent in ascertaining the pertinent facts; (ii) the Property Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in Liquidation Amount of the Trust Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred upon the Property Trustee under this Declaration of Trust; (iii) the Property Trustee's sole duty with respect to the custody, safe keeping and physical preservation of the Junior Subordinated Debt Securities and the Payment Account shall be to deal with such Property in a similar manner as the Property Trustee deals with similar property for its own account, subject to the protections and limitations on liability afforded to the Property Trustee under this Declaration of Trust and the Trust Indenture Act; (iv) the Property Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree with the Depositor; and money held by the Property Trustee need not be segregated from other funds held by it except in relation to the Payment Account maintained by the Property Trustee pursuant to Section 3.1 and except to the extent otherwise required by law; and (v) the Property Trustee shall not be responsible for monitoring the compliance by the Administrative Trustees or the Depositor with their respective duties under this Declaration of Trust nor shall the Property Trustee be liable for the default or misconduct of the Administrative Trustees or the Depositor. SECTION 8.2.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for its act or omissions hereunder except as a result of its own gross negligence or willful misconduct. The Property Trustee’s liability shall be determined under the Trust Indenture Act. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconductSection 801. To the extent that, at law or in equity, the Delaware Trustee or an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Delaware Trustee or such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's ’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Delaware Trustee or the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Delaware Trustee and the Administrative TrusteeTrustees, as the case may be.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itthem. In case an Event of Default has occurred (that has not been cured or waived) of which a Responsible Officer of the Property Trustee has actual knowledge, the Property Trustee shall exercise such of the rights and powers vested in it by this Trust Agreement, and 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 his or her own affairs. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its own gross negligent action, its own gross negligent failure to act, act or its own willful misconduct. To the extent that, at law or in equity, the an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's ’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itthem. In case an Event of Default has occurred (that has not been cured or waived) of which a Responsible Officer has actual knowledge, the Property Trustee shall exercise such of the rights and powers vested in it by this Trust Agreement, and 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 his or her own affairs. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its own gross negligent action, its own gross negligent failure to act, act or its own willful misconduct. To the extent that, at law or in equity, the an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's ’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees any Trustee to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for its act or omissions hereunder except as a result of its own gross negligence or willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture Act. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconductSection 801. To the extent that, at law or in equity, the Delaware Trustee or an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Delaware Trustee or such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Delaware Trustee or the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Delaware Trustee or the Administrative TrusteeTrustees, as the case may be.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement andAgreement, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes subject to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust ActSection 10.10 hereof. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have has reasonable grounds for believing to believe that repayment of such funds or adequate indemnity against such that risk or liability is not reasonably assured to it. Whether or not therein expressly so providedprovided therein, every provision of this Trust Agreement relating to the conduct or conduct, affecting the liability of of, or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release the Property an Issuer Trustee from liability for its his or her own negligent action, its own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee or an Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative that Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative that Issuer Trustee's ’s or Administrator’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Administrative Trustee Issuer Trustees or the Administrators otherwise existing at law or in equity, are agreed by the Depositor Sponsor and the Securityholders Holders to replace such those other duties and liabilities of the Administrative TrusteeIssuer Trustees and the Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during before the occurrence and continuance of an any Event of DefaultDefault and after the curing or waiving of all Events of Default that may have occurred, undertakes shall undertake to perform only such duties and obligations as are specifically set forth in this Trust Agreement and, upon and the Trust Indenture Act and no implied covenants shall be read into this Trust Agreement against the Property Trustee. In case an Event of DefaultDefault has occurred (that has not been cured or waived pursuant to Section 8.2) of which a responsible officer of the Property Trustee has actual knowledge, must the Property Trustee shall exercise such rights and powers vested in it by this Trust Agreement and the Trust Indenture Act, and use the same degree of care and skill in its exercise, as a prudent person individual would exercise or use under the circumstances in the conduct of his/his or her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee Administrative Trustees from liability for its their own grossly negligent action, its their own grossly negligent failure to act, or its their own willful misconduct. To the extent that, at law or in equity, the an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the such Administrative Trustee's good faith reliance on the provisions of this Trust AgreementAgreement or advice of counsel. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itthem. No Administrative Trustee nor the Delaware Trustee shall be liable for its act or omissions hereunder except as a result of its own gross negligence or willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture Act. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconductSection 801. To the extent that, at law or in equity, the Delaware Trustee or an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Delaware Trustee or such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Delaware Trustee or the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Delaware Trustee and the Administrative TrusteeTrustees, as the case may be.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release the Property an Administrative Trustee from liability for its such Person's own grossly negligent action, its such Person's own grossly negligent failure to act, or its such Person's own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement andAgreement, in the case of the Property Trusteesubject to Section 10.10 hereof, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such no implied duties as are specifically set forth in or obligations shall be read into this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust ActAgreement. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconductSection 8.1. To the extent that, at law or in equity, an Administrative Trustee or the Administrative Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the such Administrative Trustee or Delaware Trustee shall not be liable to the Issuer Trust or to any Securityholder Holder for the such Administrative Trustee's ’s or Delaware Trustee’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Administrative Trustees or the Delaware Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative Trustees and the Delaware Trustee. None of the Delaware Trustee or any Administrative Trustee shall be liable for any act or omission except for its own negligence or willful misconduct.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Distribution Trustees and the Administrators shall be as provided by this Distribution Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust ActAgreement. Notwithstanding the foregoing, no provision of this Distribution Trust Agreement shall require the Distribution Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Distribution Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Distribution Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Distribution Trust Agreement shall be construed to release an Administrator or any of the Property Trustee Distribution Trustees from liability for its own negligent actionwillful misfeasance, bad faith, gross negligence or reckless disregard of its own negligent failure to act, or its own willful misconductduties hereunder. To the extent that, at law or in equity, the Administrative a Distribution Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the SecurityholdersDistribution Trust, the Administrative Depositor, the holders of the Common Securities, the ANZ Australian Affiliate or the U.K. Company, such Distribution Trustee or Administrator shall not be liable to the Trust Distribution Trust, the Depositor, the holders of the Common Securities, the ANZ Australian Affiliate or to any Securityholder the U.K. Company for the Administrative such Distribution Trustee's or Administrator's good faith reliance on the provisions of this Distribution Trust Agreement. The provisions of this Distribution Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Distribution Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor Depositor, the holders of the Common Securities, the ANZ Australian Affiliate and the Securityholders U.K. Company to replace such other duties and liabilities of the Administrative TrusteeDistribution Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during before the occurrence and continuance of an any Event of DefaultDefault and after the curing or waiving of all Events of Default that may have occurred, undertakes shall undertake to perform only such duties and obligations as are specifically set forth in this Agreement and the Trust Indenture Act and no implied covenants, duties or obligations shall be read into this Agreement and, upon against the Property Trustee. In case an Event of DefaultDefault has occurred (that has not been cured or waived pursuant to Section 8.02) of which a Responsible Officer of the Property Trustee has actual knowledge, must the Property Trustee shall exercise such rights and powers vested in it by this Agreement and the Trust Indenture Act, and use the same degree of care and skill in its exercise, as a prudent person individual would exercise or use under the circumstances in the conduct of his/his or her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this SectionSection 8.01. Nothing in this Trust Agreement No Trustee shall be construed liable, responsible or accountable in damages or otherwise to release the Property Trustee from liability for its own negligent actionTrust, its own negligent failure to actany Holder of Trust Securities or any officer, director, shareholder, employee, representative or its own willful misconduct. To the extent that, at law or in equity, the Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to agent of the Trust or its Affiliates for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Trustee in good faith on behalf of the Trust and in a manner such Trustee reasonably believed to be within the Securityholdersscope of authority conferred on such Trustee by this Agreement, the Administrative except that a Trustee shall not be liable to the Trust for any such loss, damage or to any Securityholder for the Administrative claim incurred by reason of such Trustee's good faith reliance on gross negligence (or, in the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities case of the Administrative Trustee otherwise existing at law Property Trustee, negligence) or in equity, are agreed by the Depositor and the Securityholders willful misconduct with respect to replace such other duties and liabilities of the Administrative Trustee.acts or

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property an Administrator or an Issuer Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's ’s or Administrator’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during prior to the occurrence and continuance of an Event of DefaultDefault and after the curing or waiver of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement and, upon Indenture .and no implied covenants or obligations shall be read into this Indenture against the Trustee. In the event an Event of DefaultDefault has occurred, must is continuing and is known to a Responsible Officer, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his/her such person’s own affairs. The Trustees No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: the Trustee shall not be liable for any 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 grossly negligent in ascertaining the pertinent facts; the Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith in accordance with the direction of the Holders of not less than a majority of the aggregate principal amount of the Notes at the time Outstanding determined as provided on this Indenture relating to the time. method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust power conferred upon the Trustee, under this Indenture. whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee shall be subject to the provisions of this Section; the Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Security Registrar with respect to the Notes; if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless such Responsible Officer of the Trustee had actual knowledge of such event; in the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses, fees, taxes or other costs incurred with respect thereto or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment direction, and the Trustee shall have all no obligation to invest or reinvest any amounts held hereunder in the privilegesabsence of such written investment direction from the Company; and in the event that the Trustee is also acting as custodian, Security Registrar, Paying Agent, conversion agent, bid solicitation agent or transfer agent hereunder, the rights and immunities provided protections afforded to the Trustee pursuant to Section 6.7, including its right to be compensated, reimbursed, and indemnified, shall also be afforded to such custodian, Security Registrar, Paying Agent, conversion agent, bid solicitation agent or transfer agent. The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder. In no event shall the Trustee be responsible or liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Delaware Business Trust ActNotes. Notwithstanding the foregoing, no provision of this Trust Agreement Indenture shall require the Trustees Trustee to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement Indenture relating to the conduct or affecting the liability of or affording protection to the Trustees Trustee shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative Trustee.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon after an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/his or her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees or Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees or Administrators shall be subject to the provisions of this SectionArticle. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own gross negligent action, its own gross negligent failure to act, act or its own willful misconduct. To the extent that, at law or in equity, the Administrative Trustee an Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative Trustee such Administrator shall not be liable to the Trust or to any Securityholder for the Administrative Trusteesuch Administrator's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeAdministrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees Trustee shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by Indenture and the Trust Indenture ActAct for securities issued pursuant to indentures qualified thereunder. The Property TrusteeExcept as otherwise provided herein, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding notwithstanding the foregoing, no provision of this Trust Agreement Indenture shall require the Trustees Trustee to expend or risk their its own funds or otherwise incur any financial liability or risk in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement Indenture relating to the conduct or affecting the liability of or affording protection to the Trustees Trustee shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Administrative The Trustee shall not be liable (x) for any 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 or (y) with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding relating to the Trust time, method and place of conducting any proceeding or any remedy available to the Trustee, or exercising any Securityholder for trust or power conferred upon the Administrative Trustee's good faith reliance on , under this Indenture. Prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default which may have occurred: (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture and in the Trust Agreement. The provisions Indenture Act, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and in the Trust Indenture Act, and no implied covenants or obligations shall be read in to this Indenture against the Trustee; and (ii) 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 therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Trust AgreementIndenture and believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties; but in the case of any such statements, certificates or opinions which by any provisions hereof are specifically required to be furnished to the extent that Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they restrict conform on their face to the duties requirements of this Indenture. If an Event of Default has occurred and liabilities is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise thereof as a prudent person would exercise or use under the Administrative Trustee otherwise existing at law or circumstances in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities conduct of the Administrative Trusteehis own affairs.

Certain Duties and Responsibilities. (a) The duties and ----------------------------------- responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during before the occurrence and continuance of an any Event of DefaultDefault and after the curing or waiving of all Events of Default that may have occurred, undertakes shall undertake to perform only such duties and obligations as are specifically set forth in this Trust Agreement and, upon and the Trust Indenture Act and no implied covenants shall be read into this Trust Agreement against the Property Trustee. In case an Event of DefaultDefault has occurred (that has not been cured or waived pursuant to Section 8.2) of which a responsible officer of the Property Trustee has actual knowledge, must the Property Trustee shall exercise such rights and powers vested in it by this Trust Agreement and the Trust Indenture Act, and use the same degree of care and skill in its exercise, as a prudent person individual would exercise or use under the circumstances in the conduct of his/his or her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee Administrative Trustees from liability for its their own grossly negligent action, its their own grossly negligent failure to act, or its their own willful misconduct. To the extent that, at law or in equity, the an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the such Administrative Trustee's good faith reliance on the provisions of this Trust AgreementAgreement or advice of counsel. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative TrusteeTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit or them. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or the Property Trustee Issuer Trustees from liability for his or its own negligent action, his or its own negligent failure to act, or his or its own willful misconduct. To the extent that, at law or in equity, the Administrative an Issuer Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the SecurityholdersHolders, the Administrative such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Securityholder Holder for the Administrative such Issuer Trustee's or Administrator's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders Holders to replace such other duties and liabilities of the Administrative TrusteeIssuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of an Event of Default, undertakes to perform only such duties as are specifically set forth in this Trust Agreement and, upon an Event of Default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his/her own affairs. The Trustees shall have all the privileges, rights and immunities provided by the Delaware Business Trust Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for its acts or omissions hereunder except as a result of its own gross negligence or willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture Act. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconductSection 801. To the extent that, at law or in equity, the Delaware Trustee or an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Delaware Trustee or such Administrative Trustee shall not be liable to the Trust or to any Securityholder for the Administrative such Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Delaware Trustee or the Administrative Trustee Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Delaware Trustee or the Administrative TrusteeTrustees, as the case may be.