Common use of Duties of Trustee and the Securities Administrator Clause in Contracts

Duties of Trustee and the Securities Administrator. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, and the Securities Administrator each undertake to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Trustee and the Securities Administrator, respectively. If an Event of Default occurs, is continuing and has not been waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. The Trustee and the Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Securities Administrator which are specifically required to be furnished pursuant to any provision of this Agreement to the Trustee and the Securities Administrator, respectively, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Trustee or the Securities Administrator, as applicable, shall take such action as it deems appropriate to request that the instrument be corrected, and if the instrument is not corrected to the Trustee’s or the Securities Administrator’s, as applicable, satisfaction, the Trustee or the Securities Administrator, as applicable, will provide notice thereof to the Certificateholders (provided in the case of the Trustee that it is provided a certified list of the Holders’ names and addresses by that Securities Administrator). Notwithstanding the foregoing, neither the Trustee nor the Securities Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer hereunder or any Opinion of Counsel required hereunder. The Securities Administrator shall prepare and file or cause to be filed on behalf of the Issuing Entity any tax return that is required with respect to any Trust REMIC pursuant to applicable federal, state or local tax laws. The Securities Administrator covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of any Trust REMIC under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of any Trust REMIC to the extent that maintaining such status and avoiding such taxes are within the control of the Securities Administrator and are reasonably within the scope of its duties under this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Securities Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

Duties of Trustee and the Securities Administrator. The Trustee, prior to the occurrence of an a Master Servicer Event of Default of which a Responsible Officer of the Trustee has actual knowledge and after the curing or waiver of all Master Servicer Events of Default which that may have occurred, and the Securities Administrator each shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement as duties Agreement. In case a Master Servicer Event of Default of which a Responsible Officer of the Trustee has actual knowledge has occurred and the Securities Administrator, respectively. If an Event of Default occurs, is continuing and has not been waivedremains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man person would exercise or use under the circumstances in the conduct of his such person’s own affairs. Any permissive right Each of the Trustee enumerated in this Agreement shall not be construed as a duty. The Trustee and the Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Securities Administrator which it that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Trustee and the Securities Administrator, respectively, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Trustee or the Securities Administrator, as applicable, shall take such action as it deems appropriate to request that the instrument be corrected, and if the instrument is not corrected to the Trustee’s or the Securities Administrator’s, as applicable, satisfaction, the Trustee or the Securities Administrator, as applicable, will provide notice thereof to the Certificateholders (provided in the case of the Trustee that it is provided a certified list of the Holders’ names and addresses by that Securities Administrator). Notwithstanding the foregoing, neither the Trustee nor the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument furnished by is found not to conform in any material respect to the Master Servicer hereunder requirements of this Agreement, the Trustee or any Opinion of Counsel required hereunder. The the Securities Administrator shall prepare and file notify the Certificateholders of such instrument in the event that the Trustee or cause to be filed on behalf of the Issuing Entity any tax return that is required with respect to any Trust REMIC pursuant to applicable federal, state or local tax laws. The Securities Administrator covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of any Trust REMIC under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of any Trust REMIC to the extent that maintaining such status and avoiding such taxes are within the control of the Securities Administrator and are reasonably within the scope of its duties under this AgreementAdministrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Trustee or the Securities Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

Duties of Trustee and the Securities Administrator. The Trustee, prior to the occurrence of an a Master Servicer Event of Default of which a Responsible Officer of the Trustee has actual knowledge and after the curing or waiver of all Master Servicer Events of Default which that may have occurred, and the Securities Administrator each shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement as duties Agreement. In case a Master Servicer Event of Default of which a Responsible Officer of the Trustee has actual knowledge has occurred and the Securities Administrator, respectively. If an Event of Default occurs, is continuing and has not been waivedremains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man person would exercise or use under the circumstances in the conduct of his such person’s own affairs. Any permissive right Each of the Trustee enumerated in this Agreement shall not be construed as a duty. The Trustee and the Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Securities Administrator which it that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Trustee and the Securities Administrator, respectively, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Trustee or the Securities Administrator, as applicable, shall take such action as it deems appropriate to request that the instrument be corrected, and if the instrument is not corrected to the Trustee’s or the Securities Administrator’s, as applicable, satisfaction, the Trustee or the Securities Administrator, as applicable, will provide notice thereof to the Certificateholders (provided in the case of the Trustee that it is provided a certified list of the Holders’ names and addresses by that Securities Administrator). Notwithstanding the foregoing, neither the Trustee nor the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument furnished by is found not to conform in any material respect to the Master Servicer hereunder requirements of this Agreement, the Trustee or any Opinion of Counsel required hereunder. The the Securities Administrator shall prepare notify the Certificateholders and file the NIMS Insurer, if any, of such instrument in the event that the Trustee or cause to be filed on behalf of the Issuing Entity any tax return that is required with respect to any Trust REMIC pursuant to applicable federal, state or local tax laws. The Securities Administrator covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of any Trust REMIC under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of any Trust REMIC to the extent that maintaining such status and avoiding such taxes are within the control of the Securities Administrator and are reasonably within the scope of its duties under this AgreementAdministrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Trustee or the Securities Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

Duties of Trustee and the Securities Administrator. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, and the Securities Administrator each undertake to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Trustee and the Securities Administrator, respectively. If an Event of Default occurs, is continuing and has not been waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. The Trustee and the Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Securities Administrator which are specifically required to be furnished pursuant to any provision of this Agreement to the Trustee and the Securities Administrator, respectively, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Trustee or the Securities Administrator, as applicable, shall take such action as it deems appropriate to request that the instrument be corrected, and if the instrument is not corrected to the Trustee’s or the Securities Administrator’s, as applicable, satisfaction, the Trustee or the Securities Administrator, as applicable, will provide notice thereof to the Certificateholders (provided in the case of the Trustee that it is provided a certified list of the Holders’ names and addresses by that Securities Administrator). Notwithstanding the foregoing, neither the Trustee nor the Securities Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer hereunder or any Opinion of Counsel required hereunder. The Securities Administrator shall prepare and file or cause to be filed on behalf of the Issuing Entity Trust Fund any tax return that is required with respect to any Trust REMIC pursuant to applicable federal, state or local tax laws. The Securities Administrator covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of any Trust REMIC under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of any Trust REMIC to the extent that maintaining such status and avoiding such taxes are within the control of the Securities Administrator and are reasonably within the scope of its duties under this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Securities Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

Duties of Trustee and the Securities Administrator. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, and the Securities Administrator each undertake to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Trustee and the Securities Administrator, respectively. If an Event of Default occurs, is continuing and has not been waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. The Trustee and the Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Securities Administrator which are specifically required to be furnished pursuant to any provision of this Agreement to Agreement, the Trustee and the Securities Administrator, respectively, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this AgreementAgreement in a material manner, the Trustee or the Securities Administrator, as applicable, shall take such action as it deems appropriate to request that have the instrument be corrected, and if the instrument is not corrected to the Trustee’s 's or the Securities Administrator’s's, as applicable, satisfaction, the Trustee or the Securities Administrator, as applicable, will provide notice thereof to the Certificateholders (provided in the case of the Trustee that it is provided a certified list of the Holders’ names and addresses by that Securities Administrator)Certificateholders. Notwithstanding the foregoing, neither the Trustee nor the Securities Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer hereunder or any Opinion of Counsel required hereunder. The Securities Administrator shall prepare and file or cause to be filed on behalf of the Issuing Entity Trust Fund any tax return that is required with respect to any Trust REMIC pursuant to applicable federal, state or local tax laws. The Securities Administrator covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of any Trust REMIC under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of any Trust REMIC to the extent that maintaining such status and avoiding such taxes are within the control of the Securities Administrator and are reasonably within the scope of its duties under this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Securities Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

Duties of Trustee and the Securities Administrator. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, and the Securities Administrator each undertake to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Trustee and the Securities Administrator, respectively. If an Event of Default occurs, is continuing and has not been waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. The Trustee and the Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Securities Administrator which are specifically required to be furnished pursuant to any provision of this Agreement to Agreement, the Trustee and the Securities Administrator, respectively, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this AgreementAgreement in a material manner, the Trustee or the Securities Administrator, as applicable, shall take such action as it deems appropriate to request that have the instrument be corrected, and if the instrument is not corrected to the Trustee’s 's or the Securities Administrator’s's, as applicable, satisfaction, the Trustee or the Securities Administrator, as applicable, will provide notice thereof to the Certificateholders (provided in and the case of the Trustee that it is provided a certified list of the Holders’ names and addresses by that Securities Administrator)NIMS Insurer. Notwithstanding the foregoing, neither the Trustee nor the Securities Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer hereunder or any Opinion of Counsel required hereunder. The Trustee is hereby authorized and directed to execute and deliver on behalf of the Trust, and to perform the duties and obligations of the Trustee under, an Insurance and Indemnity Agreement with a NIMs Insurer and any other agreement or instrument related thereto, in each case in such form as the Depositor shall direct or shall approve, the execution and delivery of any such agreement by the Depositor to be conclusive evidence of its approval thereof. The Securities Administrator shall prepare and file or cause to be filed on behalf of the Issuing Entity Trust Fund any tax return that is required with respect to any Trust REMIC 1 and REMIC 2 pursuant to applicable federal, state or local tax laws. The Securities Administrator covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of any Trust REMIC 1 and REMIC 2 under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of any Trust REMIC 1 or REMIC 2 to the extent that maintaining such status and avoiding such taxes are within the control of the Securities Administrator and are reasonably within the scope of its duties under this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Securities Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

Duties of Trustee and the Securities Administrator. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, and the Securities Administrator each undertake to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Trustee and the Securities Administrator, respectively. If an Event of Default occurs, is continuing and has not been waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. The Trustee and the Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Securities Administrator which are specifically required to be furnished pursuant to any provision of this Agreement to the Trustee and the Securities Administrator, respectively, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Trustee or the Securities Administrator, as applicable, shall take such action as it deems appropriate to request that the instrument be corrected, and if the instrument is not corrected to the Trustee’s or the Securities Administrator’s, as applicable, satisfaction, the Trustee or the Securities Administrator, as applicable, will provide notice thereof to the Certificateholders (provided in the case of the Trustee that it is provided a certified list of the Holders’ names and addresses by that Securities Administrator). Notwithstanding the foregoing, neither the Trustee nor the Securities Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer hereunder or any Opinion of Counsel required hereunder. The Securities Administrator shall prepare and file or cause to be filed on behalf of the Issuing Entity any tax return Tax Return that is required with respect to any Trust REMIC pursuant to applicable federal, state or local tax laws. The Securities Administrator covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of any Trust REMIC under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of any Trust REMIC to the extent that maintaining such status and avoiding such taxes are within the control of the Securities Administrator and are reasonably within the scope of its duties under this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Securities Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

Duties of Trustee and the Securities Administrator. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, and the Securities Administrator each undertake to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Trustee and the Securities Administrator, respectively. If an Event of Default occurs, is continuing and has not been waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. The Trustee and the Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Securities Administrator which are specifically required to be furnished pursuant to any provision of this Agreement to the Trustee and the Securities Administrator, respectively, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this AgreementAgreement in a material manner, the Trustee or the Securities Administrator, as applicable, shall take such action as it deems appropriate to request that have the instrument be corrected, and if the instrument is not corrected to the Trustee’s 's or the Securities Administrator’s's, as applicable, satisfaction, the Trustee or the Securities Administrator, as applicable, will provide notice thereof to the Certificateholders (provided in the case of the Trustee that it is provided a certified list of the Holders’ names and addresses by that Securities Administrator)Certificateholders. Notwithstanding the foregoing, neither the Trustee nor the Securities Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer hereunder or any Opinion of Counsel required hereunder. The Securities Administrator shall prepare and file or cause to be filed on behalf of the Issuing Entity Trust Fund any tax return that is required with respect to any Trust REMIC pursuant to applicable federal, state or local tax laws. The Securities Administrator covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of any Trust REMIC under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of any Trust REMIC to the extent that maintaining such status and avoiding such taxes are within the control of the Securities Administrator and are reasonably within the scope of its duties under this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Securities Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

Duties of Trustee and the Securities Administrator. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, and the Securities Administrator each undertake to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Trustee and the Securities Administrator, respectively. If an Event of Default occurs, is continuing and has not been waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. The Trustee and the Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Securities Administrator which are specifically required to be furnished pursuant to any provision of this Agreement to the Trustee and the Securities Administrator, respectively, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Trustee or the Securities Administrator, as applicable, shall take such action as it deems appropriate to request that the instrument be corrected, and if the instrument is not corrected to the Trustee’s or the Securities Administrator’s, as applicable, satisfaction, the Trustee or the Securities Administrator, as applicable, will provide notice thereof to the Certificateholders (provided in the case of the Trustee that it is provided a certified list of the Holders’ names and addresses by that Securities Administrator). Notwithstanding the foregoing, neither the Trustee nor the Securities Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer hereunder or any Opinion of Counsel required hereunder. The Securities Administrator shall prepare and file or cause to be filed on behalf of the Issuing Entity any tax return that is required with respect to any Trust REMIC REMIC, the Supplemental Interest Trust and the Carryover Reserve Fund pursuant to applicable federal, state or local tax laws. The Securities Administrator covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of any Trust REMIC under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of any Trust REMIC to the extent that maintaining such status and avoiding such taxes are within the control of the Securities Administrator and are reasonably within the scope of its duties under this Agreement. The Securities Administrator covenants and agrees that it shall comply in all material respects with all applicable requirements of the Class III-A Policies under this Agreement, the Insurance Agreement and any other related document. No provision of this Agreement shall be construed to relieve the Trustee or the Securities Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

Duties of Trustee and the Securities Administrator. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, and the Securities Administrator each undertake to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Trustee and the Securities Administrator, respectively. If an Event of Default occurs, is continuing and has not been waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. The Trustee and the Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Securities Administrator which are specifically required to be furnished pursuant to any provision of this Agreement to Agreement, the Trustee and the Securities Administrator, respectively, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this AgreementAgreement in a material manner, the Trustee or the Securities Administrator, as applicable, shall take such action as it deems appropriate to request that have the instrument be corrected, and if the instrument is not corrected to the Trustee’s 's or the Securities Administrator’s's, as applicable, satisfaction, the Trustee or the Securities Administrator, as applicable, will provide notice thereof to the Certificateholders (provided in and the case of the Trustee that it is provided a certified list of the Holders’ names and addresses by that Securities Administrator)NIMS Insurer. Notwithstanding the foregoing, neither the Trustee nor the Securities Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer hereunder or any Opinion of Counsel required hereunder. The Trustee is hereby authorized and directed to execute and deliver on behalf of the Trust, and to perform the duties and obligations of the Trustee under, an Insurance and Indemnity Agreement with a NIMs Insurer and any other agreement or instrument related thereto, in each case in such form as the Depositor shall direct or shall approve, the execution and delivery of any such agreement by the Depositor to be conclusive evidence of its approval thereof. The Securities Administrator shall prepare and file or cause to be filed on behalf of the Issuing Entity Trust Fund any tax return that is required with respect to any Trust REMIC 1 and REMIC 2 pursuant to applicable federal, state or local tax laws. The Securities Administrator covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of any Trust REMIC 1 and REMIC 2 under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of any Trust REMIC 1 or REMIC 2 to the extent that maintaining such status and avoiding such taxes are within the control of the Securities Administrator and are reasonably within the scope of its duties under this Agreement. 101 No provision of this Agreement shall be construed to relieve the Trustee or the Securities Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

Duties of Trustee and the Securities Administrator. (a) The TrusteeTrustee and the Securities Administrator, prior to the occurrence of an a Master Servicer Event of Default Termination of which a Responsible Officer of the Trustee or the Securities Administrator, as applicable, shall have actual knowledge and after the curing or waiver of all Master Servicer Events of Default Termination which may have occurred, and the Securities Administrator each undertake to perform such duties and only such duties as are specifically set forth in this Agreement as duties Agreement, respectively. In case a Master Servicer Event of Termination has occurred of which a Responsible Officer of the Trustee and the Securities Administrator, respectively. If an Event of Default occurs, is continuing and shall have actual knowledge (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a reasonably prudent man investor would exercise or use under the circumstances in the conduct of his such investor's own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. The Trustee and the Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Securities Administrator which are specifically required to be furnished pursuant to any provision of this Agreement to the Trustee and the Securities Administrator, respectivelyAgreement, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to determine whether they conform on its their face to the requirements of this Agreement; provided, the Trustee or the Securities Administratorhowever, as applicable, shall take such action as it deems appropriate to request that the instrument be corrected, and if the instrument is not corrected to the Trustee’s or the Securities Administrator’s, as applicable, satisfaction, the Trustee or the Securities Administrator, as applicable, will provide notice thereof to the Certificateholders (provided in the case of the Trustee that it is provided a certified list of the Holders’ names and addresses by that Securities Administrator). Notwithstanding the foregoing, neither the Trustee nor the Securities Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer hereunder Servicer, the Seller, the Servicer, the NIMS Insurer or any Opinion of Counsel required the Depositor hereunder. The Securities Administrator shall prepare and file or cause If any such instrument is found not to be filed on behalf of the Issuing Entity conform in any tax return that is required with material respect to any Trust REMIC pursuant to applicable federal, state or local tax laws. The Securities Administrator covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status requirements of any Trust REMIC under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of any Trust REMIC to the extent that maintaining such status and avoiding such taxes are within the control of the Securities Administrator and are reasonably within the scope of its duties under this Agreement. No provision of this Agreement shall be construed to relieve , the Trustee or the Securities Administrator from liability for its own negligent actionAdministrator, its own negligent failure to act as the case may be, shall notify the Certificateholders of such instrument in the event that the Trustee or its own willful misconduct; providedthe Securities Administrator, howeverafter so requesting, that:does not receive a satisfactorily corrected instrument.

Duties of Trustee and the Securities Administrator. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, and the Securities Administrator each undertake to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Trustee and the Securities Administrator, respectively. If an Event of Default occurs, is continuing and has not been waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. The Trustee and the Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Securities Administrator which are specifically required to be furnished pursuant to any provision of this Agreement to Agreement, the Trustee and the Securities Administrator, respectively, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this AgreementAgreement in a material manner, the Trustee or the Securities Administrator, as applicable, shall take such action as it deems appropriate to request that have the instrument be corrected, and if the instrument is not corrected to the Trustee’s 's or the Securities Administrator’s's, as applicable, satisfaction, the Trustee or the Securities Administrator, as applicable, will provide notice thereof to the Certificateholders (provided in and the case of the Trustee that it is provided a certified list of the Holders’ names and addresses by that Securities Administrator)NIMS Insurer. Notwithstanding the foregoing, neither the Trustee nor the Securities Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer hereunder or any Opinion of Counsel required hereunder. The Trustee is hereby authorized and directed to execute and deliver on behalf of the Trust, and to perform the duties and obligations of the Trustee under, an Insurance and Indemnity Agreement with a NIMs Insurer and any other agreement or instrument related thereto, in each case in such form as the Depositor shall direct or shall approve, the execution and delivery of any such agreement by the Depositor to be conclusive evidence of its approval thereof. The Securities Administrator shall prepare and file or cause to be filed on behalf of the Issuing Entity Trust Fund any tax return that is required with respect to any Trust REMIC pursuant to applicable federal, state or local tax laws. The Securities Administrator covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of any Trust REMIC under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of any Trust REMIC to the extent that maintaining such status and avoiding such taxes are within the control of the Securities Administrator and are reasonably within the scope of its duties under this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Securities Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

Duties of Trustee and the Securities Administrator. (a) The TrusteeTrustee and the Securities Administrator, prior to the occurrence of an a Master Servicer Event of Default Termination of which a Responsible Officer of the Trustee or the Securities Administrator, as applicable, shall have actual knowledge and after the curing or waiver of all Master Servicer Events of Default Termination which may have occurred, and the Securities Administrator each undertake to perform such duties and only such duties as are specifically set forth in this Agreement as duties Agreement, respectively. In case a Master Servicer Event of Termination has occurred of which a Responsible Officer of the Trustee and the Securities Administrator, respectively. If an Event of Default occurs, is continuing and shall have actual knowledge (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a reasonably prudent man investor would exercise or use under the circumstances in the conduct of his such investor's own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. The Trustee and the Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Securities Administrator which are specifically required to be furnished pursuant to any provision of this Agreement to the Trustee and the Securities Administrator, respectivelyAgreement, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to determine whether they conform on its their face to the requirements of this Agreement; provided, the Trustee or the Securities Administratorhowever, as applicable, shall take such action as it deems appropriate to request that the instrument be corrected, and if the instrument is not corrected to the Trustee’s or the Securities Administrator’s, as applicable, satisfaction, the Trustee or the Securities Administrator, as applicable, will provide notice thereof to the Certificateholders (provided in the case of the Trustee that it is provided a certified list of the Holders’ names and addresses by that Securities Administrator). Notwithstanding the foregoing, neither the 192 Trustee nor the Securities Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer hereunder Servicer, the Seller, the Servicers, the NIMS Insurer or any Opinion of Counsel required the Depositor hereunder. The Securities Administrator shall prepare and file or cause If any such instrument is found not to be filed on behalf of the Issuing Entity conform in any tax return that is required with material respect to any Trust REMIC pursuant to applicable federal, state or local tax laws. The Securities Administrator covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status requirements of any Trust REMIC under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of any Trust REMIC to the extent that maintaining such status and avoiding such taxes are within the control of the Securities Administrator and are reasonably within the scope of its duties under this Agreement. No provision of this Agreement shall be construed to relieve , the Trustee or the Securities Administrator from liability for its own negligent actionAdministrator, its own negligent failure to act as the case may be, shall notify the Certificateholders of such instrument in the event that the Trustee or its own willful misconduct; providedthe Securities Administrator, howeverafter so requesting, that:does not receive a satisfactorily corrected instrument.

Duties of Trustee and the Securities Administrator. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, and the Securities Administrator each undertake to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Trustee and the Securities Administrator, respectively. If an Event of Default occurs, is continuing and has not been waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. The Trustee and the Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Securities Administrator which are specifically required to be furnished pursuant to any provision of this Agreement to the Trustee and the Securities Administrator, respectively, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Trustee or the Securities Administrator, as applicable, shall take such action as it deems appropriate to request that the instrument be corrected, and if the instrument is not corrected to the Trustee’s or the Securities Administrator’s, as applicable, satisfaction, the Trustee or the Securities Administrator, as applicable, will provide notice thereof to the Certificateholders and the Certificate Insurer (provided in the case of the Trustee that it is provided a certified list of the Holders’ names and addresses by that Securities Administrator). Notwithstanding the foregoing, neither the Trustee nor the Securities Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer hereunder or any Opinion of Counsel required hereunder. The Securities Administrator shall prepare and file or cause to be filed on behalf of the Issuing Entity any tax return that is required with respect to any Trust REMIC pursuant to applicable federal, state or local tax laws. The Securities Administrator covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of any Trust REMIC under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of any Trust REMIC to the extent that maintaining such status and avoiding such taxes are within the control of the Securities Administrator and are reasonably within the scope of its duties under this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Securities Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

Duties of Trustee and the Securities Administrator. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, and the Securities Administrator each undertake to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Trustee and the Securities Administrator, respectively. If an Event of Default occurs, is continuing and has not been waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. The Trustee and the Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Securities Administrator which are specifically required to be furnished pursuant to any provision of this Agreement to Agreement, the Trustee and the Securities Administrator, respectively, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this AgreementAgreement in a material manner, the Trustee or the Securities Administrator, as applicable, shall take such action as it deems appropriate to request that have the instrument be corrected, and if the instrument is not corrected to the Trustee’s 's or the Securities Administrator’s's, as applicable, satisfaction, the Trustee or the Securities Administrator, as applicable, will provide notice thereof to the Certificateholders (provided in and to the case of the Trustee that it is provided a certified list of the Holders’ names and addresses by that Securities Administrator)Insurer. Notwithstanding the foregoing, neither the Trustee nor the Securities Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer hereunder or any Opinion of Counsel required hereunder. The Securities Administrator shall prepare and file or cause to be filed on behalf of the Issuing Entity Trust Fund any tax return that is required with respect to any Trust REMIC pursuant to applicable federal, state or local tax laws. The Securities Administrator covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of any Trust REMIC under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of any Trust REMIC to the extent that maintaining such status and avoiding such taxes are within the control of the Securities Administrator and are reasonably within the scope of its duties under this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Securities Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: