Common use of Duties of the Trustee Clause in Contracts

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing take such Agreement of such non-conformance, and if action as it deems appropriate to have the instrument is not corrected to the its satisfactioncorrected. On each Distribution Date, the Trustee will provide notice thereof Trustee, shall make monthly distributions and the final distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 5.01 and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer10.01 herein. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement Agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement instrument of such non-conformance, conformance and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to before the occurrence of an a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an a Master Servicer Event of Default Termination has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's ’s own affairs. In case an Event Each of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The TrusteeTrust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee it that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they conform on their face to are in the requirements of form required by this Agreement. If Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such instrument Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is found not to conform on its face to in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the requirements Trustee or the Trust Administrator, respectively, and such notice references any of this Agreement in a material mannerthe Certificates, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfactionTrust, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs InsurerREMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. (a) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing take such Agreement of such non-conformance, and if action as it deems appropriate to have the instrument is not corrected to the its satisfactioncorrected. On each Distribution Date, the Trustee will provide notice thereof Trustee, shall make monthly distributions and the final distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 5.01 and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer10.01 herein. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs InsurerCertificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its Trustee's satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs InsurerCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing take such Agreement of such non-conformance, and if action as it deems appropriate to have the instrument is not corrected to the its satisfactioncorrected. On each Distribution Date, the Trustee will provide notice thereof shall make monthly distributions and the final distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 5.01 and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer10.01 herein. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement and the Swap Agreement, and in respect thereof, the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. For the purposes of this Article VIII, each of the rights, duties, responsibilities and obligations of the Trustee shall be rights, duties, responsibilities and obligations of the Supplemental Interest Trust Trustee. References to the Trustee in this Article VIII shall also be references to the Supplemental Interest Trust Trustee. The Trustee, prior to before the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such the duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's ’s own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee Trustee, that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to are in the requirements of form required by this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take any action it deems appropriate to have the person providing such Agreement of such non-conformanceinstrument corrected, and if the instrument is not corrected to the its Trustee’s satisfaction, the Trustee will provide notice thereof to shall notify the Certificateholders and the NIMs Certificate Insurer and take such further action as directed by of the Certificateholders and defect. The Trustee shall not be responsible for the NIMs Insureraccuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, its negligent failure . Unless an Event of Default known to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, thatthe Trustee has occurred and is continuing:

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs InsurerCertificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs InsurerCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs InsurerCertificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs InsurerCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of (a) If an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an or a Rapid Amortization Event of Default which the Trustee shall have Actual Knowledge has occurred and remains uncuredis continuing, the Trustee shall (except in the case of the receipt of directions with respect to such matter from the Control Party in accordance with the terms of this Base Indenture or any other Transaction Document in which event the Trustee’s sole responsibility will be to act or refrain from acting in accordance with such directions) exercise such of the rights and powers vested in it by this Agreement Base Indenture and the other Transaction Documents, and use the same degree of care and skill in its exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such person's Person’s own affairs. In case ; provided that the Trustee will have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default Default, a Rapid Amortization Event, a Manager Termination Event or other default by a Servicer Termination Event of which a Trust Officer has not received written notice; provided, further, that the Servicer Trustee will have no liability in connection with any action or inaction due to the acts or failure to act of the Control Party or the Depositor hereunder Controlling Class Representative in connection with any Event of Default, Rapid Amortization Event, Manager Termination Event or Servicer Termination Event, or for acting or refraining from acting due to any direction or lack of direction from the Control Party or the Controlling Class Representative. The preceding sentence shall occur and be continuing, not have the effect of insulating the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights from liability arising out of the Trustee’s negligence, the NIMs Insurer and the Certificateholdersfraud, bad faith or willful misconduct. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished pursuant to any provision of this Agreementthe Indenture, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, Indenture; provided that the Trustee shall notify not be responsible for the person providing such Agreement accuracy or content of such nonany resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any Co-conformance, and if Issuer under the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:Indenture.

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the person providing such Agreement of such non-conformance, instrument corrected and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders NIMs Insurer and the NIMs Insurer Certificateholders and take such further action as directed by the Certificateholders NIMs Insurer and the NIMs InsurerCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default and after the curing of all Events any such Master Servicer Event of Default that may have occurredDefault, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this the Trust Agreement. In case an Notwithstanding anything to the contrary herein, the appointment by the Trustee of Xxxxx Fargo Bank, N.A. as Securities Administrator to perform the duties and obligations specifically set forth in Sections 2.03, 3.01, 3.02, 3.03, 3.05, 4.01, 4.03, 4.04, 5.02, 5.03, 5.04, 5.08, 7.01, 7.02 and 10.03 hereof, and any other duties and obligations as may be set forth in a letter agreement between Xxxxx Fargo Bank, N.A. and the Trustee, shall not release the Trustee from its duty to perform such duties and obligations hereunder. During a Master Servicer Event of Default relating to the Trustee of which a Responsible Officer of the Trustee has occurred and remains uncurednotice, the Trustee shall exercise such of the rights and powers vested in it by this the Trust Agreement and use the same degree of care and skill in its their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person's Person’s own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the The Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments created by any Person other than itself and furnished to the Trustee that it which are specifically required to be furnished pursuant to any provision of this the Trust Agreement, Custodial Agreement, Servicing Agreement, Sale Agreement or Assignment Agreement shall examine them to determine whether they conform on their face to the requirements of this Agreementsuch agreement; provided, however, that the Trustee shall not be under any duty to recalculate, verify or recompute the information provided to it hereunder by the Servicer or the Depositor. If any such instrument is found not to conform on its face to the requirements of this Agreement such agreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the person providing such Agreement of such non-conformanceinstrument corrected, and if the instrument is not corrected to the its satisfaction, the Trustee then it will provide notice thereof to the Certificateholders other and to the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs InsurerCertificateholders. No provision of this the Trust Agreement 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, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of (a) If an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an or a Rapid Amortization Event of Default which a Trust Officer of the Trustee shall have Actual Knowledge has occurred and remains uncuredis continuing, the Trustee shall (except in the case of the receipt of directions with respect to such matter from the Control Party in accordance with the terms of this Base Indenture or any other Transaction Document in which event the Trustee’s sole responsibility will, subject to the term hereof, be to await such directions and act or refrain from acting in accordance with such directions) exercise such of the rights and powers vested in it by this Agreement Base Indenture and the other Transaction Documents, and use the same degree of care and skill in its exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such person's Person’s own affairs. In case ; provided that the Trustee will have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default Default, a Rapid Amortization Event, a Manager Termination Event or other default by a Control Party Termination Event of which a Trust Officer has not received written notice; provided, further, that the Servicer Trustee will have no liability in connection with any action or inaction due to the acts or failure to act of the Control Party or the Depositor hereunder Controlling Class Representative in connection with any Event of Default, Rapid Amortization Event, Manager Termination Event or Control Party Termination Event, or for acting or failing to act due to any direction or lack of direction from the Control Party or the Controlling Class Representative. The preceding sentence shall occur and be continuing, not have the effect of insulating the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights from liability arising out of the Trustee’s negligence, the NIMs Insurer and the Certificateholdersfraud, bad faith or willful misconduct. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished pursuant to any provision of this Agreementthe Indenture, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, Base Indenture; provided that the Trustee shall notify not be responsible for the person providing such Agreement accuracy or content of such non-conformanceany resolution, and if the certificate, statement, opinion, report, document, order or other instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed furnished by the Certificateholders and Issuer under the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:Indenture.

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs InsurerCertificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs InsurerCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. -103- The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the person providing such Agreement of such non-conformance, instrument corrected and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders NIMs Insurer and the NIMs Insurer Certificateholders and take such further action as directed by the Certificateholders NIMs Insurer and the NIMs InsurerCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders (with prior written consent of the Class A Certificate Insurer), the Class A Certificate Insurer or the NIMs Insurer (with the prior written consent of the Class A Certificate Insurer), or may, proceed to protect and enforce its rights and the rights of the Certificateholders Certificateholders, the Class A Certificate Insurer or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer, the Class A Certificate Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders Certificateholders, the Class A Certificate Insurer and the NIMs Insurer and take such further action as directed by the Certificateholders (with the prior written consent of the Class A Certificate Insurer), the Class A Certificate Insurer and the NIMs Insurer (with the prior written consent of the Class A Certificate Insurer). No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of (a) If an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake or Rapid Amortization Event actually known to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default a Trust Officer has occurred and remains uncuredis continuing, the Trustee shall (except in the case of the receipt of directions with respect to such matter from the Control Party in accordance with the terms of this Base Indenture or another Related Document in which event the Trustee’s sole obligation will be to await such direction and act or refrain from acting in accordance therewith) exercise such of the rights and powers vested in it by this Agreement the Indenture and the other Related Documents, and use the same degree of care and skill in its exercise their exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such person's Person’s own affairs. In case ; provided, however, that the Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default Default, a Rapid Amortization Event, a Manager Termination Event or other default by a Servicer Termination Event of which a Trust Officer has not received written notice; provided, further, that the Servicer Trustee shall have no liability in connection with any action or inaction due to the acts or failure to act of the Control Party or the Depositor hereunder Controlling Class Representative in connection with any Event of Default, Rapid Amortization Event, a Manager Termination Event or a Servicer Termination Event or for acting or failing to act due to any direction or lack of direction from the Control Party or the Controlling Class Representative. The preceding sentence shall occur and be continuing, not have the effect of insulating the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights from liability arising out of the Trustee’s negligence, the NIMs Insurer and the Certificateholdersbad faith or willful misconduct except as provided in Section 10.1(c). The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished pursuant to any provision of this Agreementthe Indenture, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faithIndenture; provided, however, that:that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement opinion, report, document, order or other instrument furnished by the Master Issuer under the Indenture.

Duties of the Trustee. The Trustee, prior Trustee shall accept Contributions forwarded to the occurrence Trustee to be held in the Trust and shall hold the Trust Fund and administer it according to the provisions of this agreement. The Trustee shall be a directed trustee with respect to Contributions and has no duty to demand or require that Contributions be made to the Trust, nor shall the Trustee be liable to determine the amount of any Contributions to the Trust or the adequacy of such Contributions to meet or discharge any liabilities of the Employer or the Plan. The Named Fiduciary retains the responsibility for monitoring and collecting Contributions, unless the Named Fiduciary has delegated this responsibility to an investment Manager. The Plan Administrator administers the Plan. The Trustee is not responsible for any aspect of the Plan’s administration. A Named Fiduciary may appoint an Investment Manager to manage, including the power to acquire and dispose of, any assets of the Plan. The Trustee is not responsible for any aspect of an Event Investment Manager’s advice, control or management. The Trustee is not required to look into any action taken by the Named Fiduciary, the Employer, the Plan Administrator, the Investment Manager, or a Participant, and will be fully protected in taking, permitting, or omitting any action on the basis of Default their instructions or direction unless such direction is, in the Trustee’s opinion, contrary to the terms of the Plan, the Code or ERISA. Any instructions, notice, or direction by the Named Fiduciary, the Employer, the Plan Administrator, an Investment Manager, or a Participant, given in accordance with the provisions of the Plan Documents shall be given or made as described in this Trust Agreement; any attempted instruction, direction, or notice made in any other format shall be void and after of no effect and the curing Trustee shall not act on such. The Employer will indemnify the Trustee for any claims and costs the Trustee may incur in acting according to the Trust provisions or upon instruction, direction, or notice from the Named Fiduciary, the Employer, the Plan Administrator, an Investment Manager, or a Participant. In the event the Trustee becomes aware of all Events material non-public information, the Trustee reserves the right to inquire about the Named Fiduciary’s knowledge and consideration of Default such information with respect to the directions the Trustee received. The Trustee reserves the right to contact the Employer directly if written confirmation to the Trustee’s inquiry is not received from the Named Fiduciary within a reasonable period of time. Notwithstanding any other provision of this Trust Agreement, the Trustee shall discharge its duties hereunder solely in the interest of Participants and beneficiaries and with the care, skill and diligence under the circumstances then prevailing that may have occurreda prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. The Trustee shall perform its duties in accordance with this Trust Agreement. The Trustee shall not be responsible for any action or omission of the Named Fiduciary, shall undertake Employer or Investment Manager with respect to perform such the performance of the Trustee’s duties and only such duties as are specifically obligations set forth in this Agreement. In case an Event of Default has occurred and remains uncured, the 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:ERISA.

Duties of the Trustee. The Trustee, prior to the occurrence of (a) If an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an or a Rapid Amortization Event of Default which the Trustee shall have Actual Knowledge has occurred and remains uncuredis continuing, the Trustee shall (except in the case of the receipt of directions with respect to such matter from the Control Party in accordance with the terms of this Base Indenture or any other Transaction Document in which event the Trustee’s sole responsibility will be to await such directions and act or refrain from acting in accordance with such directions) exercise such of the rights and powers vested in it by this Agreement Base Indenture and the other Transaction Documents, and use the same degree of care and skill in its exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such person's Person’s own affairs; provided that the Trustee will have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default, a Rapid Amortization Event, a Manager Termination Event or a Servicer Termination Event of which a Trust Officer has not received written notice; provided, further, that the Trustee will have no liability in connection with any action or inaction due to the acts or failure to act of the Control Party or the Controlling Class Representative in connection with any Event of Default, Rapid Amortization Event, Manager Termination Event or Servicer Termination Event, or for acting or failing to act due to any direction or lack of direction from the Control Party or the Controlling Class Representative. In case The preceding sentence shall not have the effect of insulating the Trustee from liability arising out of the Trustee’s negligence, fraud, bad faith or willful misconduct. The Trustee agrees that it shall not exercise any rights or remedies available to it as a result of the occurrence of a Rapid Amortization Event or an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, until after the Trustee shall, at has given prior written notice thereof to the Controlling Class Representative and the Control Party and has obtained the written direction of the majority Control Party (subject to Section 11.4(e), at the direction of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the CertificateholdersControlling Class Representative). The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished pursuant to any provision of this Agreementthe Indenture, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, Indenture; provided that the Trustee shall notify not be responsible for the person providing such Agreement accuracy or content of such non-conformanceany resolution, and if the certificate, statement, opinion, report, document, order or other instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed furnished by the Certificateholders and Issuer under the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:Indenture.

Duties of the Trustee. The Trustee, prior to before the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case of an Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they conform on their face to are in the requirements of form required by this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the The Trustee shall notify not be responsible for the person providing such Agreement accuracy or content of such non-conformanceany resolution, and if the instrument is not corrected to the its satisfactioncertificate, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurerstatement, opinion, report, document, order, or other instrument. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure . Unless an Event of Default known to perform its the Trustee has occurred and is continuing: (a) the duties and obligations in compliance with of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable except for the performance of the duties and obligations specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee, and the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any liability that would certificates or opinions furnished to the Trustee and conforming on their face to the requirements of this Agreement which it believed in good faith to be imposed genuine and to have been duly executed by reason of its willful misfeasance or bad faith; provided, however, that:the proper authorities respecting any matters arising hereunder;

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured(which has not been cured), the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event If the Trustee is incorporated or organized under the laws of Default the State of New York, then, in considering what actions are or other default by are not prudent in the Servicer or circumstances, to the Depositor hereunder shall occur and be continuingextent applicable, the Trustee shall, at shall consider the written direction matters enumerated in Section 126(2)(a) through (e) of the majority New York Real Property Law, as such law is in effect on the date of this Agreement, and in addition, the Trustee shall comply with the provisions of subdivisions (3),(4) and (5) of Section 126 of the Certificateholders or New York Real Property Law, as such law is in effect on the NIMs Insurerdate of this Agreement, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement which provisions are hereby incorporated by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted reference in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholdersif herein set forth in full. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement , the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs InsurerCertificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs InsurerCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing take such Agreement of such non-conformance, and if action as it deems appropriate to have the instrument is not corrected to the its satisfactioncorrected. On each Distribution Date, the Trustee will provide notice thereof Trustee, shall make monthly distributions and the final distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 5.01 and 10.01 herein. The Trustee shall provide to each of the Certificate Insurers one (1) copy of each notice, consent, certificate or report that it receives pursuant to the terms of the Servicing Agreement and is required to provide to the Certificateholders pursuant to the terms of this Agreement, as well as a copy of any statements as to compliance and the NIMs Insurer annual independent public accountants’ servicing report required to be delivered to the Trustee pursuant to Sections 4.4 and take such further action as directed by 4.5, respectively, of the Certificateholders and the NIMs InsurerServicing Agreement. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. For the purposes of this Article VIII, each of the rights, duties, responsibilities and obligations of the Trustee shall be rights, duties, responsibilities and obligations of the Supplemental Interest Trust Trustee. References to the Trustee in this Article VIII shall also be references to the Supplemental Interest Trust Trustee. The Trustee, prior to before the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such the duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's ’s own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee Trustee, that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to are in the requirements of form required by this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take any action it deems appropriate to have the person providing such Agreement of such non-conformanceinstrument corrected, and if the instrument is not corrected to the its Trustee’s satisfaction, the Trustee will provide notice thereof to shall notify the Certificateholders and of the NIMs Insurer and take such further action as directed by defect. The Trustee shall not be responsible for the Certificateholders and the NIMs Insureraccuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, its negligent failure . Unless an Event of Default known to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, thatthe Trustee has occurred and is continuing:

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs InsurerCertificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer Trustee and the Certificateholders. 113 The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its Trustee's satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs InsurerCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of (a) If an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake or Rapid Amortization Event known to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default a Trust Officer has occurred and remains uncuredis continuing, the Trustee shall (except in the case of the receipt of directions with respect to such matter from the Control Party in accordance with the terms of this Base Indenture or another Related Document in which event the Trustee’s sole obligation will be to await such direction and act or refrain from acting in accordance therewith) exercise such of the rights and powers vested in it by this Agreement the Indenture and the other Related Documents, and use the same degree of care and skill in its exercise their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's ’s own affairs. In case ; provided, however, that the Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default Default, a Rapid Amortization Event, a Manager Termination Event or other default by a Servicer Termination Event of which a Trust Officer has not received written notice; provided, further, that the Servicer Trustee shall have no liability in connection with any action or inaction due to the acts or failure to act of the Control Party or the Depositor hereunder Controlling Class Representative in connection with any Event of Default, Rapid Amortization Event, a Manager Termination Event or a Servicer Termination Event or for acting or failing to act due to any direction or lack of direction from the Control Party or the Controlling Class Representative. The preceding sentence shall occur and be continuing, not have the effect of insulating the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights from liability arising out of the Trustee’s negligence, the NIMs Insurer and the Certificateholdersbad faith or willful misconduct except as provided in Section 10.1(c). The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished pursuant to any provision of this Agreementthe Indenture, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faithIndenture; provided, however, that:that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement opinion, report, document, order or other instrument furnished by the Master Issuer under the Indenture.

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs InsurerCertificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer Trustee and the Certificateholders. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs InsurerCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. In affairs unless the Trustee is acting as successor Servicer, in which case an Event it shall use the same degree of Default or other default by care and skill as the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholdershereunder. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing take such Agreement of such non-conformance, and if action as it deems appropriate to have the instrument is not corrected to the its satisfactioncorrected. On each Distribution Date, the Trustee will provide notice thereof Trustee, shall make monthly distributions and the final distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 5.01 and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer11.01 herein. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of (a) If an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an or a Rapid Amortization Event of Default which a Trust Officer of the Trustee shall have Actual Knowledge has occurred and remains uncuredis continuing, the Trustee shall (except in the case of the receipt of directions with respect to such matter from the Control Party in accordance with the terms of this Base Indenture or any other Transaction Document in which event the Trustee’s sole responsibility will be to await such directions and act or refrain from acting in accordance with such directions) exercise such of the rights and powers vested in it by this Agreement Base Indenture and the other Transaction Documents, and use the same degree of care and skill in its exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such person's Person’s own affairs; provided that the Trustee will have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default, a Rapid Amortization Event, a Manager Termination Event or a Servicer Termination Event of which a Trust Officer has not received written notice; provided, further, that the Trustee will have no liability in connection with any action or inaction due to the acts or failure to act of the Control Party or the Controlling Class Representative in connection with any Event of Default, Rapid Amortization Event, Manager Termination Event or Servicer Termination Event, or for acting or failing to act due to any direction or lack of direction from the Control Party or the Controlling Class Representative. In case The preceding sentence shall not have the effect of insulating the Trustee from liability arising out of the Trustee’s negligence, fraud, bad faith or willful misconduct. The Trustee agrees that it shall not exercise any rights or remedies available to it as a result of the occurrence of a Rapid Amortization Event or an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, until after the Trustee shall, at has given prior written notice thereof to the Controlling Class Representative and the Control Party and has obtained the written direction of the majority Control Party (subject to Section 11.4(e), at the direction of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the CertificateholdersControlling Class Representative). The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished pursuant to any provision of this Agreementthe Indenture, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, Base Indenture; provided that the Trustee shall notify not be responsible for the person providing such Agreement accuracy or content of such non-conformanceany resolution, and if the certificate, statement, opinion, report, document, order or other instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed furnished by the Certificateholders and Co-Issuers under the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:Indenture.

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the person providing such Agreement of such non-conformance, and if instrument corrected. If the instrument is not corrected to the its satisfactionsatisfaction of the Trustee, the Trustee will shall provide notice thereof to the Certificateholders and Certificateholders, the NIMs Certificate Insurer and any NIMS Insurer and will, at the expense of the Trust Fund, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the Certificateholders, the Certificate Insurer or any NIMS Insurer. On each Distribution Date, the Trustee, as Paying Agent, shall make monthly distributions the Certificateholders from funds in the Distribution Account, the Basis Risk Reserve Fund, the Yield Maintenance Account, the Class 0X-0X0 Xxxxx Xxxxxxxxxxx Account, the Class 0X-0X0 Xxxxx Xxxxxxxxxxx Account and the NIMs InsurerFinal Maturity Reserve Account, as applicable, in each case as provided in Sections 5.01, 5.07, 5.09 and 5.10 herein. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its Trustee's satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. (a) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the person providing such Agreement of such non-conformance, and if instrument corrected. If the instrument is not corrected correct to the its satisfactionsatisfaction of the Trustee, the Trustee will shall provide notice thereof to the Certificateholders and will, at the NIMs Insurer expense of the Trust Fund, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the Certificateholders Certificateholders. On each Distribution Date, the Trustee, as Paying Agent, shall make monthly distributions and the NIMs Insurerfinal distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 5.01 and 10.01 herein. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of (a) If an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an or a Rapid Amortization Event of Default which the Trustee shall have Actual Knowledge has occurred and remains uncuredis continuing, the Trustee shall (except in the case of the receipt of directions with respect to such matter from the Control Party in accordance with the terms of this Base Indenture or any other Transaction Document in which event the Trustee’s sole responsibility will be to await such directions and act or refrain from acting in accordance with such directions) exercise such of the rights and powers vested in it by this Agreement Base Indenture and the other Transaction Documents, and use the same degree of care and skill in its exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such person's Person’s own affairs; provided that the Trustee will have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default, a Rapid Amortization Event, a Manager Termination Event or a Servicer Termination Event of which a Trust Officer has not received written notice; provided, further, that the Trustee will have no liability in connection with any action or inaction due to the acts or failure to act of the Control Party or the Controlling Class Representative in connection with any Event of Default, Rapid Amortization Event, Manager Termination Event or Servicer Termination Event, or for acting or failing to act due to any direction or lack of direction from the Control Party or the Controlling Class Representative. In case The preceding sentence shall not have the effect of insulating the Trustee from liability arising out of the Trustee’s negligence, fraud, bad faith or willful misconduct. The Trustee agrees that it shall not exercise any rights or remedies available to it as a result of the occurrence of a Rapid Amortization Event or an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, until after the Trustee shall, at has given prior written notice thereof to the Controlling Class Representative and the Control Party and has obtained the written direction of the majority Control Party (subject to Section 11.4(e), at the direction of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the CertificateholdersControlling Class Representative). The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished pursuant to any provision of this Agreementthe Indenture, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, Base Indenture; provided that the Trustee shall notify not be responsible for the person providing such Agreement accuracy or content of such non-conformanceany resolution, and if the certificate, statement, opinion, report, document, order or other instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed furnished by the Certificateholders and Issuer under the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:Indenture.

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the person providing such Agreement of such non-conformance, and if instrument corrected. If the instrument is not corrected to the its satisfactionsatisfaction of the Trustee, the Trustee will shall provide notice thereof to the Certificateholders and the NIMs any NIMS Insurer and will, at the expense of the Trust Fund, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the Certificateholders or any NIMS Insurer. On each Distribution Date, the Trustee, as Paying Agent, shall make monthly distributions the Certificateholders from funds in the Distribution Account, the Basis Risk Reserve Fund, the Yield Maintenance Account and the NIMs InsurerFinal Maturity Reserve Account, as applicable, in each case as provided in Sections 5.01, 5.07, 5.09 and 5.10 herein. 128 No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of (a) If an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake or Rapid Amortization Event actually known to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default a Trust Officer has occurred and remains uncuredis continuing, the Trustee shall (except in the case of the receipt of directions with respect to such matter from the Control Party in accordance with the terms of this Base Indenture or another Related Document in which event the Trustee’s sole obligation will be to await such direction and act or refrain from acting in accordance therewith) exercise such of the rights and powers vested in it by this Agreement the Indenture and the other Related Documents, and use the same degree of care and skill in its exercise their exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such person's Person’s own affairs. In case ; provided, however, that the Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default Default, a Rapid Amortization Event, a Manager Termination Event or other default by a Servicer Termination Event of which a Trust Officer has not received written notice; provided, further, that the Servicer Trustee shall have no liability in connection with any action or inaction due to the acts or failure to act of the Control Party or the Depositor hereunder Controlling Class Representative in connection with any Event of Default, Rapid Amortization Event, a Manager Termination Event or a Servicer Termination Event or for acting or failing to act due to any direction or lack of direction from the Control Party or the Controlling Class Representative. The preceding sentence shall occur and be continuing, not have the effect of insulating the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights from liability arising out of the Trustee’s negligence, the NIMs Insurer and the Certificateholdersbad faith or willful misconduct except as provided in Section 10.01(c). The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished pursuant to any provision of this Agreementthe Indenture, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faithIndenture; provided, however, that:that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement opinion, report, document, order or other instrument furnished by the Master Issuer under the Indenture.

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs InsurerCertificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer Trustee and the Certificateholders. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its Trustee's satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs InsurerCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the person providing such Agreement of such non-conformance, and if instrument corrected. If the instrument is not corrected to the its satisfactionsatisfaction of the Trustee, the Trustee will shall provide notice thereof to the Certificateholders and the NIMs any NIMS Insurer and will, at the expense of the Trust Fund, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the Certificateholders or any NIMS Insurer. On each Distribution Date, the Trustee, as Paying Agent, shall make monthly distributions the Certificateholders from funds in the Distribution Account, the Basis Risk Reserve Fund, the Yield Maintenance Account and the NIMs InsurerFinal Maturity Reserve Account, as applicable, in each case as provided in Sections 5.01, 5.07, 5.09, 5.12 and 10.01 herein. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the person providing such Agreement of such non-conformance, and if instrument corrected. If the instrument is not corrected to the its satisfactionsatisfaction of the Trustee, the Trustee will shall provide notice thereof to the Certificateholders and Certificateholders, the NIMs Certificate Insurer and any NIMS Insurer and will, at the expense of the Trust Fund, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the Certificateholders, the Certificate Insurer or any NIMS Insurer. On each Distribution Date, the Trustee, as Paying Agent, shall make monthly distributions the Certificateholders from funds in the Distribution Account, the Basis Risk Reserve Fund, the Yield Maintenance Account and the NIMs InsurerFinal Maturity Reserve Account, as applicable, in each case as provided in Sections 5.01, 5.07, 5.09 and 5.10 herein. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of (a) If an Event of Default and after or Rapid Amortization Event known to a Trust Officer of the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default Trustee has occurred and remains uncuredis continuing, the Trustee shall (except in the case of the receipt of directions with respect to such matter from the Control Party in accordance with the terms of this Base Indenture or another Related Document in which event the Trustee’s sole obligation will be to await such direction and act or refrain from acting in accordance therewith) exercise such of the rights and powers vested in it by this Agreement the Indenture and the other Related Documents, and use the same degree of care and skill in its exercise their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's ’s own affairs. In case ; provided, however, that the Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default Default, a Rapid Amortization Event, a Manager Termination Event or other default by a Servicer Termination Event of which a Trust Officer has not received written notice; provided, further, that the Servicer Trustee shall have no liability in connection with any action or inaction due to the acts or failure to act of the Control Party or the Depositor hereunder Controlling Class Representative in connection with any Event of Default, Rapid Amortization Event, a Manager Termination Event or a Servicer Termination Event or for acting or failing to act due to any direction or lack of direction from the Control Party or the Controlling Class Representative. The preceding sentence shall occur and be continuing, not have the effect of insulating the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights from liability arising out of the Trustee’s negligence, the NIMs Insurer and the Certificateholdersfraud, bad faith or willful misconduct except as provided in Section 10.1(c). The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished pursuant to any provision of this Agreementthe Indenture, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faithIndenture; provided, however, that:that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement opinion, report, document, order or other instrument furnished by the Master Issuer under the Indenture.

Duties of the Trustee. The Trustee, prior to before the occurrence of an a Servicer Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such the duties as are specifically set forth in this Agreement. In case an If a Servicer Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders orders, or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they conform on their face to are in the requirements of form required by this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take any action it deems appropriate to have the person providing such Agreement of such non-conformanceinstrument corrected, and if the instrument is not corrected to the its Trustee's satisfaction, the Trustee will provide notice thereof shall notify the Certificateholders of the defect. The Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. Whenever the Trustee, as counterparty of the Cap Contract, is requested in that capacity to take any action or to give any consent, approval, or waiver that it is entitled to take or give in that capacity, including in connection with an amendment of the Cap Contract, or the occurrence of a default under the Cap Contract, the Trustee shall promptly notify the Depositor, the Master Servicer, and the Backup Servicer of the request and shall, on behalf of the Certificateholders, take any action in connection with the exercise or enforcement of any rights or remedies available to it in that capacity with respect to the Certificateholders request that the Master Servicer directs in writing. If no direction is received before the date that is established for taking action or giving consent, approval, or waiver (notice of which date shall be given by the Trustee to the Depositor, the Master Servicer, and the NIMs Insurer Backup Servicer), the Trustee shall abstain from taking action or giving consent, approval, or waiver. The Trustee shall in no event be required to expend or risk its own funds or otherwise incur financial liability in connection with exercising these rights or remedies and take such further action may require indemnity satisfactory to it against any expense or liability as directed by a condition to taking any action. The Trustee agrees, promptly but no later than five Business Days after a Responsible Officer of the Certificateholders Trustee acquires knowledge of the occurrence of any material default under the Cap Contract, to notify the Depositor, the Master Servicer, the Certificateholders, and the NIMs InsurerRating Agencies of the default. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, its negligent failure . Unless a Servicer Event of Default known to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:the Trustee has occurred and is continuing,

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee Trustee, shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel counsel, and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the person providing such Agreement of such non-conformanceinstrument corrected, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders NIMs Insurer and the NIMs Insurer Certificateholders and take such further action as directed by the Certificateholders NIMs Insurer and the NIMs InsurerCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of (a) If an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an or Rapid Amortization Event of Default which a Trust Officer has Actual Knowledge has occurred and remains uncuredis continuing, the Trustee shall (except in the case of the receipt of directions with respect to such matter from the Control Party in accordance with the terms of this Base Indenture or another Related Document in which event the Trustee’s sole obligation will be to await such direction and act or refrain from acting in accordance therewith) exercise such of the rights and powers vested in it by this Agreement the Indenture and the other Related Documents, and use the same degree of care and skill in its exercise their exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such person's Person’s own affairs. In case ; provided, however, that the Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default Default, a Rapid Amortization Event, a Manager Termination Event or other default by a Control Party Termination Event of which a Trust Officer has not received written notice; provided, further, that the Servicer Trustee shall have no liability in connection with any action or inaction due to the acts or failure to act of the Control Party, the Controlling Class Representative or the Depositor hereunder shall occur and be continuingrequisite percentage of the Controlling Class Members or noteholders, as applicable, in connection with any Event of Default, Rapid Amortization Event, a Manager Termination Event or a Control Party Termination Event or for acting or failing to act due to any direction or lack of direction from the Control Party, the Trustee shall, at Controlling Class Representative or the written direction requisite percentage of the majority Controlling Class Members or Noteholders. The preceding sentence shall not have the effect of insulating the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights Trustee from liability arising out of the Trustee’s gross negligence, the NIMs Insurer and the Certificateholdersbad faith or willful misconduct except as provided in Section 10.1(c). The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished pursuant to any provision of this Agreementthe Indenture, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faithIndenture; provided, however, that:that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement opinion, report, document, order or other instrument furnished by the Master Issuer under the Indenture.

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments and shall not be required to recalculate or verify any numerical information furnished to the Trustee pursuant to this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing take such Agreement of such non-conformance, and if action as it deems appropriate to have the instrument is not corrected to the its satisfactioncorrected. On each Distribution Date, the Trustee will provide notice thereof shall make monthly distributions and the final distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 5.01 and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer10.01 hereof. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association in its capacity as Supplemental Interest Trust Trustee. In the performance of its obligations under this Agreement, the Cap Contracts and the Swap Agreement, the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee hereby accepts the trusts imposed upon it by this Master Indenture and agrees to perform said trusts, but only upon and subject to the following express terms and conditions: The Trustee, prior to the occurrence of an Indenture Event of Default and after the curing of all Indenture Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this AgreementMaster Indenture. In case an Indenture Event of Default has occurred and remains uncured(which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Agreement Master Indenture, and use the same degree of care and skill in its their exercise as a reasonable and prudent person would exercise or use under the circumstances in the conduct of the affairs of another. The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees but shall not be answerable for the conduct of the same engaged in accordance with the standard set forth in subsection (a) of this Section, and shall be entitled to rely and act upon a written opinion of Bond Counsel concerning all matters of trust hereof and the duties hereunder, and may in all cases pay such person's own affairsreasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. In case an The Trustee shall not be responsible for any recital herein or in the Bonds, for the validity of the execution by the Transportation Enterprise of this Master Indenture, any Supplemental Indenture or any instruments of further assurance, for the sufficiency of the security for the Secured Obligations or for the value of the Trust Estate. The Trustee shall have no obligation to perform any of the duties of the Transportation Enterprise under this Master Indenture; and the Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it pursuant to instructions from the Transportation Enterprise in accordance with Section 3.15 hereof. The Trustee shall not be accountable for the use of any Bonds delivered to the Original Purchaser or the TIFIA Lender pursuant to this Master Indenture or any Supplemental Indenture. The Trustee may become the Owner of Bonds with the same rights which it would have if not Trustee. The Trustee shall be protected in acting upon any notice, request, direction, instruction, consent, certificate, order, affidavit, letter, telegram or other paper or document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons. Any action taken by the Trustee pursuant to this Master Indenture upon the request or authority or consent of any Person who at the time of making such request or giving such authority or consent is the Owner of any Bond shall be conclusive and binding upon any Bonds issued in place thereof. As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed by a Transportation Enterprise Representative or such other Person as may be designated for such purpose by the Transportation Enterprise, as sufficient evidence of the facts therein contained. The permissive right of the Trustee to do things enumerated in this Master Indenture shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful misconduct, including without limitation a breach of fiduciary duty or gross negligence. The Trustee shall not be required to take notice or be deemed to have notice of any Indenture Event of Default hereunder, except failure to pay a Bond Obligation or other default TIFIA Loan Obligation when due, unless the Trustee shall be specifically notified in writing of such Indenture Event of Default by the Servicer Transportation Enterprise, the Original Purchaser of a Bond, the Owner of a Bond or the Depositor hereunder shall occur and be continuing, another Secured Party. All moneys received by the Trustee shall, at until used or applied or invested as herein provided, be held in trust in the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect manner and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of purposes for which they were received and shall be segregated from all other Accounts and Subaccounts held by the Trustee. The Trustee shall not be required to give any covenant bond or agreement contained surety in this agreement or in aid respect of the execution of any power granted the said trusts and powers or otherwise in respect of the premises. Notwithstanding anything in this Agreement or for Master Indenture to the enforcement contrary, the Trustee shall have the right, but shall not be required, to demand in respect of the delivery of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the TrusteeBonds, the NIMs Insurer and withdrawal of any cash, or any action whatsoever within the Certificateholders. The Trusteepurview of this Master Indenture, upon receipt of all resolutionsany showings, certificates, statements, opinions, reportscalculations, documentsappraisals, orders directions, instructions or other instruments furnished information, or corporate action or evidence thereof, in addition to that by the terms hereof required, as a condition of such action by the Trustee. Whenever in the administration of the trusts or duties imposed upon it by this Master Indenture the Trustee shall deem it necessary that a matter be proved or established prior to taking or not taking any action hereunder, such matter may be deemed to be conclusively proved and established by a certificate of a Transportation Enterprise Representative or a written opinion of counsel (who may be counsel of or to the Transportation Enterprise), and such certificate or opinion of counsel shall be full warrant to the Trustee for any action taken or not taken by it in good faith under the provisions of this Master Indenture in reliance on such certificate or opinion of counsel. The Trustee shall not be permitted to unilaterally resolve ambiguities in this Master Indenture or the Bonds in any manner that are specifically required shall be deemed to be furnished conclusively binding on Owners. The Trustee may, as a condition to taking any action at the request or direction of a Secured Party pursuant to Article V hereof, require that a satisfactory indemnity bond be furnished to it for the reimbursement of its reasonable fees and expenses and the liability that it may incur as a result of such action. Records of the deposits to, withdrawals from and investment earnings on moneys in the Accounts and Subaccounts held by the Trustee hereunder shall be retained by the Trustee until six years after the final payment of the last Bond. The Trustee shall deliver written reports to the Transportation Enterprise within 15 days after the end of each calendar month that include at least the following information: (i) the balance in each Fund, Subfund, Account and Subaccount held by the Trustee as of the first day and the last day of such calendar month; (ii) all moneys received by the Trustee during such calendar month, broken down by source, including but not limited to amounts transferred or disbursed to the Trustee from the Pledged Revenues Account and earnings from the investment moneys held by the Trustee or the State Treasurer as part of any Account or Subaccount, and by the Account or Subaccount into which such moneys are deposited; (iii) all disbursements from each Fund, Subfund, Account and Subaccount held by the Trustee during such calendar month; and (iv) all transfers to and from each Fund, Subfund, Account and Subaccount held by the Trustee or the State Treasurer. The Trustee shall notify the Transportation Enterprise within ten days after any claim by any Secured Party or any other Person that any certification, representation or agreement of the Trustee set forth in Section 6.01 hereof is not accurate or complete or that the Trustee has failed to perform any of its duties or obligations under or has failed to comply with any provision of this Agreement, shall examine them to determine whether they conform on their face to Master Indenture or any Supplemental Indenture. Without limiting the requirements duties of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material mannerTrustee expressly set forth herein, the Trustee shall notify have no obligation or responsibility whatsoever in connection with (i) any federal or state tax-exempt status of the person providing such Agreement Bonds or the interest thereon; (ii) the consequences of such investment or non-conformance, and if the instrument is not corrected investment of any funds or accounts relating to the its satisfaction, Bonds or any Credit Facility under Section 148 of the Trustee will provide notice thereof Code; (iii) the calculation of any amount required to be rebated to the Certificateholders and United States under Section 148 of the NIMs Insurer and take such further action Code; or (iv) any restrictions on the use of moneys as directed by the Certificateholders and the NIMs Insurer. No provision of this Agreement shall may be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations set forth in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:Tax Compliance Certificate.

Duties of the Trustee. The Trustee, prior to the occurrence of (a) If an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an or a Rapid Amortization Event of Default which the Trustee shall have Actual Knowledge has occurred and remains uncuredis continuing, the Trustee shall (except in the case of the receipt of directions with respect to such matter from the Control Party in accordance with the terms of this Base Indenture or any other Transaction Document in which event the Trustee’s sole responsibility will be to act or refrain from acting in accordance with such directions) exercise such of the rights and powers vested in it by this Agreement Base Indenture and the other Transaction Documents, and use the same degree of care and skill in its exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such person's Person’s own affairs. In case ; provided that the Trustee will have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default Default, a Rapid Amortization Event, a Manager Termination Event or other default by a Servicer Termination Event of which a Trust Officer has not received written notice; provided, further, that the Servicer Trustee will have no liability in connection with any action or inaction due to the acts or failure to act of the Control Party or the Depositor hereunder Controlling Class Representative in connection with any Event of Default, Rapid Amortization Event, Manager Termination Event or Servicer Termination Event, or for acting or refraining from acting due to any direction or lack of direction from the Control Party or the Controlling Class Representative. The preceding sentence shall occur and be continuing, not have the effect of insulating the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights from liability arising out of the Trustee’s negligence, the NIMs Insurer and the Certificateholdersfraud, bad faith or willful misconduct. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished pursuant to any provision of this Agreementthe Indenture, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, Indenture; provided that the Trustee shall notify not be responsible for the person providing such Agreement accuracy or content of such non-conformanceany resolution, and if the certificate, statement, opinion, report, document, order or other instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed furnished by the Certificateholders and Issuer under the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:Indenture.

Duties of the Trustee. The Trustee, Trustee prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs InsurerCertificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs InsurerCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of (a) If an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an or a Rapid Amortization Event of Default which the Trustee shall have Actual Knowledge has occurred and remains uncuredis continuing, the Trustee shall (except in the case of the receipt of directions with respect to such matter from the Control Party in accordance with the terms of this Base Indenture or any other Transaction Document in which event the Trustee’s sole responsibility will be to act or refrain from acting in accordance with such directions) exercise such of the rights and powers vested in it by this Agreement Base Indenture and the other Transaction Documents, and use the same degree of care and skill in its exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such person's Person’s own affairs. In case ; provided that the Trustee will have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default Default, a Rapid Amortization Event, a Manager Termination Event or other default by a Servicer Termination Event of which a Trust Officer has not received written notice; provided, further, that the Servicer Trustee will have no liability in connection with any action or inaction due to the acts or failure to act of the Control Party or the Depositor hereunder Controlling Class Representative in connection with any Event of Default, Rapid Amortization Event, Manager Termination Event or Servicer Termination Event, or for acting or refraining from acting due to any direction or lack of direction from the Control Party or the Controlling Class Representative. The preceding sentence shall occur and be continuing, not have the effect of insulating the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights from liability arising out of the Trustee’s negligence, the NIMs Insurer and the Certificateholdersfraud, bad faith or willful misconduct. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished pursuant to any provision of this Agreementthe Indenture, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, Indenture; provided that the Trustee shall notify not be responsible for the person providing such Agreement accuracy or content of such non-conformanceany resolution, and if the certificate, statement, opinion, report, document, order or other instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed furnished by the Certificateholders and Issuerany Co-Issuer under the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:Indenture.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs InsurerCertificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs InsurerCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default and after the curing of all Events any such Master Servicer Event of Default that may have occurredDefault, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this the Trust Agreement. In case an Notwithstanding anything to the contrary herein, the appointment by the Trustee of Xxxxx Fargo Bank, N.A. as Securities Administrator to perform the duties and obligations specifically set forth in Sections 2.03, 3.01, 3.02, 3.03, 3.05, 4.01, 4.03, 4.04, 5.02, 5.03, 5.04, 5.08, 7.01, 7.02 and 10.03 hereof, and any other duties and obligations as may be set forth in a letter agreement between Xxxxx Fargo Bank, N.A. and the Trustee, shall not release the Trustee from its duty to perform such duties and obligations hereunder. During a Master Servicer Event of Default relating to the Trustee of which a Responsible Officer of the Trustee has occurred and remains uncurednotice, the Trustee shall exercise such of the rights and powers vested in it by this the Trust Agreement and use the same degree of care and skill in its their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person's Person’s own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the The Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments created by any Person other than itself and furnished to the Trustee that it which are specifically required to be furnished pursuant to any provision of this the Trust Agreement, Custodial Agrreement, Servicing Agreement, Sale Agreement or Assignment Agreement shall examine them to determine whether they conform on their face to the requirements of this Agreementsuch agreement; provided, however, that the Trustee shall not be under any duty to recalculate, verify or recompute the information provided to it hereunder by the Servicer or the Depositor. If any such instrument is found not to conform on its face to the requirements of this Agreement such agreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the person providing such Agreement of such non-conformanceinstrument corrected, and if the instrument is not corrected to the its satisfaction, the Trustee then it will provide notice thereof to the Certificateholders other and to the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs InsurerCertificateholders. No provision of this the Trust Agreement 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, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of (a) If an Event of Default and after of which a Trust Officer of the curing of all Events of Default that may Trustee shall have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default Actual Knowledge has occurred and remains uncuredis continuing, the Trustee shall (except in the case of the receipt of directions with respect to such matter from the Controlling Class Representative in accordance with the terms of this Base Indenture or any other Transaction Document in which event the Trustee’s sole responsibility will, subject to the term hereof, be to await such directions and act or refrain from acting in accordance with such directions) exercise such of the rights and powers vested in it by this Agreement Base Indenture and the other Transaction Documents, and use the same degree of care and skill in its exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such person's Person’s own affairs. In case ; provided that the Trustee will have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default Default, or other default by the Servicer or the Depositor hereunder shall occur and be continuinga Manager Termination Event of which a Trust Officer has not received written notice; provided, further, that the Trustee shall, at will have no liability in connection with any action or inaction due to the written direction acts or failure to act of the majority Controlling Class Representative in connection with any Event of the Certificateholders or the NIMs InsurerDefault, or mayManager Termination Event, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for acting or failing to act due to any direction or lack of direction from the enforcement Controlling Class Representative. The preceding sentence shall not have the effect of any other legal, equitable or other remedy, as insulating the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights Trustee from liability arising out of the Trustee’s negligence, the NIMs Insurer and the Certificateholdersfraud, bad faith or willful misconduct. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished pursuant to any provision of this Agreementthe Indenture, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, Base Indenture; provided that the Trustee shall notify not be responsible for the person providing such Agreement accuracy or content of such non-conformanceany resolution, and if certificate, statement, opinion, report, document, order or other instrument furnished by the instrument is not corrected to Issuer under the Indenture. The Issuer and, by its satisfactionacceptance of a Note, each Holder directs the Trustee will provide notice thereof to execute and deliver the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer. No provision of this Agreement shall be construed Transaction Documents to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:which it is a party.

Duties of the Trustee. The Trustee, prior to before the occurrence of an a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an a Master Servicer Event of Default Termination has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event The Trustee hereby acknowledges receipt of Default or other default by the Servicer or Insurance Agreement and is hereby instructed to enter into the Depositor hereunder shall occur and be continuingInsurance Agreement, not in its individual capacity, but solely as Trustee for the Issuer. Each of the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The TrusteeTrust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee it that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they conform on their face to are in the requirements of form required by this Agreement. If Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such instrument Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is found not to conform on its face to in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the requirements Trustee or the Trust Administrator, respectively, and such notice references any of this Agreement in a material mannerthe Certificates, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfactionTrust, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs InsurerREMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the person providing such Agreement of such non-conformance, and if instrument corrected. If the instrument is not corrected to the its satisfactionsatisfaction of the Trustee, the Trustee will shall provide notice thereof to the Certificateholders and the NIMs any NIMS Insurer and will, at the expense of the Trust Fund, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the Certificateholders or any NIMS Insurer. On each Distribution Date (or in the case of any payments to the Swap Provider, on the Swap Payment Date), the Trustee, as Paying Agent, shall make monthly distributions the Certificateholders and the NIMs InsurerSwap Provider from funds in the Distribution Account, the Basis Risk Reserve Fund, the Swap Account and the Basis Risk Cap Account as provided in Sections 5.01, 5.07 and 10.01 herein. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, each shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs InsurerCertificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Servicers or the Depositor hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the person providing such Agreement of such non-conformanceinstrument corrected, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed in writing by the Certificateholders and the NIMs InsurerCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of (a) If an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an or a Rapid Amortization Event of Default which the Trustee shall have Actual Knowledge has occurred and remains uncuredis continuing, the Trustee shall (except in the case of the receipt of directions with respect to such matter from the Control Party in accordance with the terms of this Base Indenture or any other Transaction Document in which event the Trustee’s sole responsibility will be to await such directions and act or refrain from acting in accordance with such directions) exercise such of the rights and powers vested in it by this Agreement Base Indenture and the other Transaction Documents, and use the same degree of care and skill in its exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such person's Person’s own affairs; provided that the Trustee will have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default, a Rapid Amortization Event, a Manager Termination Event or a Servicer Termination Event of which a Trust Officer has not received written notice; provided, further, that the Trustee will have no liability in connection with any action or inaction due to the acts or failure to act of the Control Party or the Controlling Class Representative in connection with any Event of Default, Rapid Amortization Event, Manager Termination Event or Servicer Termination Event, or for acting or failing to act due to any direction or lack of direction from the Control Party or the Controlling Class Representative. In case The preceding sentence shall not have the effect of insulating the Trustee from liability arising out of the Trustee’s negligence, fraud, bad faith or willful misconduct. The Trustee agrees that it shall not exercise any rights or remedies available to it as a result of the occurrence of a Rapid Amortization Event or an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, until after the Trustee shall, at has given prior written notice thereof to the Controlling Class Representative and the Control Party and has obtained the written direction of the majority Control Party (subject to Section 11.4(e), at the direction of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the CertificateholdersControlling Class Representative). The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished pursuant to any provision of this Agreementthe Indenture, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, Indenture; provided that the Trustee shall notify not be responsible for the person providing such Agreement accuracy or content of such non-conformanceany resolution, and if the certificate, statement, opinion, report, document, order or other instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed furnished by the Certificateholders and Co-Issuers under the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:Indenture.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof, the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs InsurerCertificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs InsurerCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. 118 The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the person providing such Agreement of such non-conformance, and if instrument corrected. If the instrument is not corrected to the its satisfactionsatisfaction of the Trustee, the Trustee will shall provide notice thereof to the Certificateholders and Certificateholders, the NIMs Certificate Insurer and any NIMS Insurer and will, at the expense of the Trust Fund, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the Certificateholders, the Certificate Insurer or any NIMS Insurer. On each Distribution Date, the Trustee, as Paying Agent, shall make monthly distributions the Certificateholders from funds in the Distribution Account, the Basis Risk Reserve Fund, the Yield Maintenance Account and the NIMs InsurerFinal Maturity Reserve Account, as applicable, in each case as provided in Sections 5.01, 5.07, 5.09 and 5.10 herein. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncuredhas not been cured or waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, 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 such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement, provided, however that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Servicer, the Representative, the Claims Administrator or any Originator hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the person providing such Agreement of such non-conformanceinstrument corrected, and if the instrument is not corrected to the its Trustee's satisfaction, the Trustee will provide notice thereof to the Certificateholders Certificateholders. The Trustee represents and warrants that the NIMs Insurer Trustee's computer and take other systems used in performing its duties and obligations under this Agreement will be modified and maintained to operate in a manner such further action that at all times, including on and after January 1, 2000, (1) the Trustee can perform such duties and obligations in accordance with the terms of this Agreement and (2) the Trustee can operate its business in the same manner as directed by it is operating on the Certificateholders and the NIMs Insurerdate hereof. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association in its capacity as Supplemental Interest Trust Trustee and in the performance of its obligations under this Agreement, the Cap Contracts and the Swap Agreement, the Supplemental Interest Trust Trustee shall have all of the protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the person providing such Agreement of such non-conformance, instrument corrected and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of (a) If an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake or Rapid Amortization Event known to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default a Trust Officer has occurred and remains uncuredis continuing, the Trustee shall (except in the case of the receipt of directions with respect to such matter from the Control Party in accordance with the terms of this Base Indenture or another Related Document in which event the Trustee’s sole obligation shall be to await such direction and act or refrain from acting in accordance therewith) exercise such of the rights and powers vested in it by this Agreement the Indenture and the other Related Documents, and use the same degree of care and skill in its exercise their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's ’s own affairs. In case ; provided, however, that the Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default Default, a Rapid Amortization Event, a Manager Termination Event or other default by a Servicer Termination Event of which a Trust Officer has not received written notice; provided, further, that the Servicer Trustee shall have no liability in connection with any action or inaction due to the acts or failure to act of the Control Party or the Depositor hereunder Controlling Class Representative in connection with any Event of Default, Rapid Amortization Event, a Manager Termination Event or a Servicer Termination Event or for acting or failing to act due to any direction or lack of direction from the Control Party or the Controlling Class Representative. The preceding sentence shall occur and be continuing, not have the effect of insulating the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights from liability arising out of the Trustee’s negligence, the NIMs Insurer and the Certificateholdersbad faith or willful misconduct except as provided in Section 10.1(c). The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished pursuant to any provision of this Agreementthe Indenture, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faithIndenture; provided, however, that:that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement opinion, report, document, order or other instrument furnished by the Master Issuer under the Indenture.

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events Event of Default that Defaults which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case During an Event of Default has occurred and remains uncuredDefault, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event Any permissive right of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted enumerated in this Agreement or for the enforcement of any other legal, equitable or other remedy, shall not be construed as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholdersa duty. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to are in the requirements of form specified in this Agreement. If The Trustee may, in accordance with its duties hereunder, do all things necessary and proper as may be required in connection with any such instrument is found secondary mortgage licensing laws and similar requirements, including, but not limited, to conform on its face consenting to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformancejurisdiction, and if the instrument is not corrected to appointment of agents for service of process, in jurisdictions in which the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs InsurerMortgaged Properties are located. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:: 131 140 (i) Prior to the occurrence of an Event of Default, and after the curing of all such Event of Defaults which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions contained therein (including, but not limited to, Servicer Information), upon any certificates or opinions furnished to the Trustee that are in the form specified in this Agreement;

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the person providing such Agreement of such non-conformance, and if instrument corrected. If the instrument is not corrected to the its satisfactionsatisfaction of the Trustee, the Trustee will shall provide notice thereof to the Certificateholders and the NIMs any NIMS Insurer and will, at the expense of the Trust Fund, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the Certificateholders or any NIMS Insurer. On each Distribution Date, the Trustee, as Paying Agent, shall make monthly distributions the Certificateholders from funds in the Distribution Account, the Basis Risk Reserve Fund, the Yield Maintenance Account, the Class 2A-1C2 Yield Maintenance Account and the NIMs InsurerFinal Maturity Reserve Account, as applicable, in each case as provided in Sections 5.01, 5.07, 5.09, 5.12 and 10.01 herein. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, each shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the a Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs InsurerCertificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Servicers or the Depositor hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the person providing such Agreement of such non-conformanceinstrument corrected, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed in writing by the Certificateholders and the NIMs InsurerCertificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to before the occurrence of an a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an a Master Servicer Event of Default Termination has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event Each of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the Certificateholders. The TrusteeTrust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee it that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they conform on their face to are in the requirements of form required by this Agreement. If Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such instrument Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is found not to conform on its face to in fact such a Servicer Event of Default or Master Servicer Event of Fremont 2004-D Pooling & Servicing Agreement 139 Termination is received by the requirements Trustee or the Trust Administrator, respectively, and such notice references any of this Agreement in a material mannerthe Certificates, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfactionTrust, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs InsurerREMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of the Trustee. The Trustee, prior to the occurrence of (a) If an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an or a Rapid Amortization Event of Default which a Trust Officer of the Trustee shall have Actual Knowledge has occurred and remains uncuredis continuing, the Trustee shall (except in the case of the receipt of directions with respect to such matter from the Control Party in accordance with the terms of this Base Indenture or any other Transaction Document in which event the Trustee’s sole responsibility will be to await such directions and act or refrain from acting in accordance with such directions) exercise such of the rights and powers vested in it by this Agreement Base Indenture and the other Transaction Documents, and use the same degree of care and skill in its exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such person's Person’s own affairs; provided that the Trustee will have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default, a Rapid Amortization Event, a Manager Termination Event or a Servicer Termination Event of which a Trust Officer has not received written notice; provided, further, that the Trustee will have no liability in connection with any action or inaction due to the acts or failure to act of the Control Party or the Controlling Class Representative in connection with any Event of Default, Rapid Amortization Event, Manager Termination Event or Servicer Termination Event, or for acting or failing to act due to any direction or lack of direction from the Control Party or the Controlling Class Representative. In case The preceding sentence shall not have the effect of insulating the Trustee from liability arising out of the Trustee’s negligence, fraud, bad faith or willful misconduct. The Trustee agrees that it shall not exercise any rights or remedies available to it as a result of the occurrence of a Rapid Amortization Event or an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, until after the Trustee shall, at has given prior written notice thereof to the Controlling Class Representative and the Control Party and has obtained the written direction of the majority Control Party (subject to Section 11.4(e), at the direction of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMs Insurer and the CertificateholdersControlling Class Representative). The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished pursuant to any provision of this Agreementthe Indenture, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, Indenture; provided that the Trustee shall notify not be responsible for the person providing such Agreement accuracy or content of such non-conformanceany resolution, and if the certificate, statement, opinion, report, document, order or other instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed furnished by the Certificateholders and Issuer under the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:Indenture.

Duties of the Trustee. The Trustee, prior to the occurrence of (a) If an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake or Rapid Amortization Event known to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default a Trust Officer has occurred and remains uncuredis continuing, the Trustee shall (except in the case of the receipt of directions with respect to such matter from the Control Party in accordance with the terms of this Base Indenture or another Related Document in which event the Trustee’s sole obligation will be to await such direction and act or refrain from acting in accordance therewith) exercise such of the rights and powers vested in it by this Agreement the Indenture and the other Related Documents, and use the same degree of care and skill in its exercise their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's ’s own affairs. In case ; provided, however, that the Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default Default, a Rapid Amortization Event, a Manager Termination Event or other default by a Servicer Termination Event of which a Trust Officer has not received written notice; provided, further, that the Servicer Trustee shall have no liability in connection with any action or inaction due to the acts or failure to act of the Control Party or the Depositor hereunder Controlling Class Representative in connection with any Event of Default, Rapid Amortization Event, a Manager Termination Event or a Servicer Termination Event or for acting or failing to act due to any direction or lack of direction from the Control Party or the Controlling Class Representative. The preceding sentence shall occur and be continuing, not have the effect of insulating the Trustee shall, at the written direction of the majority of the Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights from liability arising out of the Trustee’s negligence, the NIMs Insurer and the Certificateholdersbad faith or willful misconduct except as provided in Section 10.1(c). The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, 101 documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished pursuant to any provision of this Agreementthe Indenture, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the Certificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faithIndenture; provided, however, that:that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement opinion, report, document, order or other instrument furnished by the Master Issuer under the Indenture.