Common use of Duties of Trustee Clause in Contracts

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge 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 their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Trustee set forth 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 to the requirements of this Agreement. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee has actual knowledge and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have has actual knowledge 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 their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth 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 to are in the requirements of form required by this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trusteeinstrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default and after the curing or waiver of all Master Servicer Events of Default that which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an During a Master Servicer Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredDefault, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the Certificateholders of such instrument in corrected, and if the event that instrument is not corrected to the Trustee's satisfaction, after so requesting, does not receive a satisfactorily corrected instrumentthe Trustee will provide notice thereof to the Certificateholders. 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Servicer Event of Default Termination and after the curing or waiver of all Servicer Events of Default that Termination which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Servicer Event of Default Termination has occurred (which has not been cured) of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify will not be responsible for the accuracy or content of any resolutionsuch resolutions, certificatecertificates, statementstatements, opinionopinions, reportreports, document, order documents or other instrument so furnished to the Trusteeinstruments. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner the Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's satisfaction, the Trustee shall notify will provide notice thereof to the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentCertificateholders. 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge 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 their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth 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 (or the Co-Trustee, to the extent provided in this Agreement) that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they conform to the requirements of this Agreement. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trusteeextent provided in this Agreement. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentcorrected. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own gross negligent failure to act or its own misconduct, its grossly negligent failure to perform its obligations in compliance with this Agreement, or any liability which that would be imposed by reason of its willful misfeasance or bad faith; provided, however, provided that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default Termination and after the curing or waiver of all Master Servicer Events of Default Termination that may have occurred, undertakes with respect to the Trust Fund 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 of which a Responsible Officer of the Trustee shall have actual knowledge Termination has occurred and remains uncureduncured or unwaived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed , but only until such time as a dutysuccessor Master Servicer shall have been appointed hereunder. 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 are in the form required by this Agreement to the requirements extent that forms of this Agreement. The such documents have been provided to the Trustee; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trusteeinstrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such non-conforming instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of 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, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncured(which has not been cured), the Trustee Trustee, subject to the provisions of Sections 7.1, 7.3, 7.4 and 7.5, shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth enumerated in this Agreement shall not be construed as a duty. The Subject to Sections 8.2(i), 8.3 and 8.4, 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 Agreement, shall examine them to determine whether they conform to are in the requirements of form required by this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trusteeby any party hereunder. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's reasonable satisfaction, the Trustee will provide notice thereof to the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentand each Rating Agency. 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 misconductwillful misconduct or in the event the Trustee is acting as successor servicer pursuant to Section 7.5, its negligent failure to perform its obligations in compliance with the standard imposed on the Servicer pursuant to Section 6.3 of this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee has actual knowledge and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have has actual knowledge 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 their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Trustee set forth 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 to are in the requirements of form required by this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trusteeinstrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrument. The Trustee is hereby directed to execute and deliver to The Depository Trust Company the Issuer Letter of Representations dated as of the Closing Date on behalf of the trust created hereunder. The Depositor and the Master Servicer acknowledge and agree that the Trustee is executing and delivering the Issuer Letter of Representations on behalf of the trust created hereunder and shall do so solely in its capacity as Trustee and not in its individual capacity. 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default and after the curing or waiver of all Master Servicer Events of Default that which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an During a Master Servicer Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredDefault, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth 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 which 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. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform in any material respect on its face to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its respective satisfaction, such dissatisfied party will provide notice thereof to the Certificateholders of such instrument in and the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentNIMS 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Servicer Event of Default Termination and after the curing or waiver of all Servicer Events of Default that Termination which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Servicer Event of Default Termination has occurred (which has not been cured) of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify will not be responsible for the accuracy or content of any resolutionsuch resolutions, certificatecertificates, statementstatements, opinionopinions, reportreports, document, order documents or other instrument so furnished to the Trusteeinstruments. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner the Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee’s satisfaction, the Trustee shall notify will provide notice thereof to the Certificateholders of such instrument in and the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentNIMS 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of 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, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred occurs and remains uncuredis continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the Certificateholders instrument corrected. The Trustee shall sign on behalf of such instrument in the event Trust Fund any tax return that the TrusteeTrustee is required to sign pursuant to applicable federal, after state or local tax laws. The Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so requestingas to maintain the status of the Trust Fund as a REMIC under the REMIC Provisions and to prevent the imposition of any federal, does not receive a satisfactorily corrected instrumentstate or local income, prohibited transaction, contribution or other tax on the Trust Fund to the extent that maintaining such status and avoiding such taxes are reasonably within the control of the Trustee and are reasonably within the scope of its duties under this 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 misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default Termination and after the curing or waiver of all Master Servicer Events of Default Termination that may have occurred, undertakes with respect to the Trust Fund 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 of which a Responsible Officer of the Trustee shall have actual knowledge Termination has occurred and remains uncureduncured or unwaived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed , but only until such time as a dutysuccessor Master Servicer shall have been appointed hereunder. 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 to are in the requirements of form required by this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trusteeinstrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such non-conforming instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default and after the curing or waiver of all Master Servicer Events of Default that which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an During a Master Servicer Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredDefault, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth 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 which 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. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform in any material respect on its face to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its respective satisfaction, such dissatisfied party shall provide notice thereof to the Certificateholders of such instrument in and the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentNIMS 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge 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 their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth 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 to the requirements of this Agreement. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default Termination and after the curing or waiver of all Master Servicer Events of Default Termination that may have occurred, undertakes with respect to the Trust Fund 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 of which a Responsible Officer of the Trustee shall have actual knowledge Termination has occurred and remains uncureduncured or unwaived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth 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 to are in the requirements of form required by this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trusteeinstrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such non-conforming instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, Trustee undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this AgreementAgreement as duties of the Trustee. In case an During the continuance of a Servicer Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredDefault, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Trustee set forth 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 it, which 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. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform in any material respect on its face to the requirements of this Agreement, the Trustee shall notify take such action as it deems appropriate to have the Certificateholders instrument corrected, and if the instrument is not corrected to its satisfaction, the Trustee shall provide notice to the Certificateholders. Notwithstanding the foregoing, the Trustee shall have no obligation to reconcile, recompute or recalculate any remittances or reports of the Servicer, and the Trustee may fully rely upon and shall have no liability with respect to information provided to it by the Servicer or the Securities Administrator. The Trustee shall promptly remit to the Servicer any complaint, claim, demand, notice or other document (collectively, the “Notices”) delivered to the Trustee as a consequence of the assignment of any Mortgage Loan hereunder and relating to the servicing of the Mortgage Loans; provided than any such instrument in notice (i) is delivered to a Responsible Officer of the event Trustee at its Corporate Trust Office, and (ii) contains information sufficient to permit the Trustee to make a determination that the Trustee, after so requesting, does not real property to which such document relates is a Mortgaged Property. The Trustee shall have no duty hereunder with respect to any Notice it may receive or which may be alleged to have been delivered to or served upon it unless such Notice is delivered to a satisfactorily corrected instrumentResponsible Officer of or served upon it at its Corporate Trust Office and such Notice contains the information required pursuant to clause (ii) of the preceding sentence. 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee has actual knowledge and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have has actual knowledge 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 their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth 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 to are in the requirements of form required by this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trusteeinstrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrument. The Trustee is hereby directed to execute and deliver to The Depository Trust Company the Issuer Letter of Representations dated as of the Closing Date on behalf of the trust created hereunder. The Depositor and the Master Servicer acknowledge and agree that the Trustee is executing and delivering the Issuer Letter of Representations on behalf of the trust created hereunder and shall do so solely in its capacity as Trustee and not in its individual capacity. 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee has actual knowledge and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have has actual knowledge 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 their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Trustee set forth 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 to are in the requirements of form required by this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trusteeinstrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncureduncured or waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. Any permissive right of the Trustee set forth 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 to are in the requirements of form required by this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to instrument. Unless an Event of Default of which a Responsible Officer of the Trustee. If any such instrument is found not to conform in any material respect to Trustee shall have actual knowledge shall have occurred and be continuing, the requirements duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall notify not be liable except for the Certificateholders performance of such instrument duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the event that Trustee and the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder. The Trustee shall not be liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Trustee, after so requestingunless it shall be finally proven that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall not be liable with respect to any action taken, does suffered or omitted to be taken by it in good faith in accordance with this Agreement or with the direction of the Holders of Certificates evidencing not receive less than 25% of the Voting Rights of the Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Agreement. Subject to the other provisions of this Agreement and without limiting the generality of this Section 8.01, the Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a satisfactorily corrected instrumentsecurity interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the Trust Fund other than from funds available in the Certificate Account or (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Trustee pursuant to this Agreement believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties; provided, however, that the provisions of this Section 8.01(iv) shall not apply during any period during which the Trustee is acting in the capacity of servicer. No Notwithstanding anything contained in this Section 8.01 to the contrary, 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:.

Duties of Trustee. The Trustee, prior to the occurrence of an a Servicer Event of Default Termination of which a Responsible Officer of the Trustee shall have actual knowledge and after the curing or waiver of all Servicer Events of Default that Termination which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Servicer Event of Default Termination has occurred (which has not been cured) of which a Responsible Officer of the Trustee shall have has actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to by the TrusteeServicer, the Seller or the Depositor hereunder. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default and after the curing or waiver of all Master Servicer Events of Default that which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an During a Master Servicer Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredDefault, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Trustee set forth 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 which 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. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform in any material respect on its face to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its respective satisfaction, such dissatisfied party shall provide notice thereof to the Certificateholders of such instrument in and the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentNIMS 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default Termination and after the curing or waiver of all Master Servicer Events of Default Termination that may have occurred, undertakes with respect to the Trust Fund 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 of which a Responsible Officer of the Trustee shall have actual knowledge Termination has occurred and remains uncureduncured or unwaived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed , but only until such time as a dutysuccessor Master Servicer shall have been appointed hereunder. 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 to are in the requirements of form required by this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trusteeinstrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such non conforming instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default and after the curing or waiver of all Master Servicer Events of Default that which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an During a Master Servicer Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredDefault, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's satisfaction, the Trustee will provide notice thereof to the Certificateholders of such instrument in and the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentCertificate 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default Termination and after the curing or waiver of all Master Servicer Events of Default Termination that may have occurred, undertakes with respect to the Trust Fund 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 of which a Responsible Officer of the Trustee shall have actual knowledge Termination has occurred and remains uncureduncured or unwaived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed , but only until such time as a dutysuccessor Master Servicer shall have been appointed hereunder. 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 are in the form required by this Agreement to the requirements extent that forms of this Agreement. The such documents have been provided to the Trustee; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trusteeinstrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the NIMS Insurer and the Certificateholders of such non-conforming instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default Termination and after the curing or waiver of all Master Servicer Events of Default that Termination which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Master Servicer Event of Default Termination has occurred (which has not been cured) of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify will not be responsible for the accuracy or content of any resolutionsuch resolutions, certificatecertificates, statementstatements, opinionopinions, reportreports, document, order documents or other instrument so furnished to the Trusteeinstruments. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner the Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's satisfaction, the Trustee shall notify will provide notice thereof to the Certificateholders of such instrument in and the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentNIMS 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; PROVIDED, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, howeverHOWEVER, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default Termination and after the curing or waiver of all Master Servicer Events of Default Termination that may have occurred, undertakes with respect to the Trust Fund 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 of which a Responsible Officer of the Trustee shall have actual knowledge Termination has occurred and remains uncureduncured or unwaived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed , but only until such time as a dutysuccessor Master Servicer shall have been appointed hereunder. 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 to are in the requirements of form required by this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trusteeinstrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such non-conforming instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, Trustee undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer Agreement as duties of the Trustee shall have actual knowledge has occurred and remains uncuredincluding in its capacity as Supplemental Interest Trust Trustee. During the continuance of a Servicer Event of Default, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Trustee set forth enumerated in this Agreement shall not be construed as a duty. The Trustee, as Supplemental Interest Trust Trustee, agrees to perform its obligations under the Swap Agreement. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that it, which 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, the Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, the Trustee shall provide notice to the Certificateholders. Notwithstanding the foregoing, the Trustee shall have no obligation to reconcile, recompute or recalculate any remittances or reports of the Servicer, and the Trustee may fully rely upon and shall have no liability with respect to information provided to it by the Servicer. The Trustee shall promptly remit to the Servicer any complaint, claim, demand, notice or other document (collectively, the “Notices”) delivered to the Trustee as a consequence of the assignment of any Mortgage Loan hereunder and relating to the servicing of the Mortgage Loans; provided than any such notice (i) is delivered to a Responsible Officer of the Trustee at its Corporate Trust Office, and (ii) contains information sufficient to permit the Trustee to make a determination that the real property to which such document relates is a Mortgaged Property. The Trustee shall have no duty hereunder with respect to any Notice it may receive or which may be alleged to have been delivered to or served upon it unless such Notice is delivered to a Responsible Officer of or served upon it at its Corporate Trust Office and such Notice contains the information required pursuant to clause (ii) of the preceding sentence. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to by the TrusteeServicer or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the Certificateholders instrument corrected, and if the instrument is not corrected to its satisfaction, the Trustee will provide notice to the Certificateholders. Notwithstanding the foregoing, the Trustee shall have no obligation to reconcile, recompute or recalculate any remittances or reports of such instrument in the event that Servicer, and the Trustee may fully rely upon and shall have no liability with respect to information provided by the Servicer. On each Distribution Date, the Trustee, after so requestingas Paying Agent, does not receive a satisfactorily corrected instrumentshall make monthly distributions and the final distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 4.01 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of 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, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge occurs, is continuing and has occurred and remains uncurednot been waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to determine whether they conform to the requirements of this Agreement. The Agreement in a material manner, the Trustee shall take such action as it deems appropriate to have no duty the instrument corrected, and if the instrument is not corrected to recomputethe Trustee's satisfaction, recalculate or verify the Trustee will provide notice thereof to the Certificateholders. Notwithstanding the foregoing, 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 Servicer hereunder or any Opinion of Counsel required hereunder. The Trustee shall prepare and file or cause to be filed on behalf of the Trust Fund any tax return that is required with respect to REMIC 1, REMIC 2 and REMIC 3 pursuant to applicable federal, state or local tax laws. The Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so furnished as to maintain the status of REMIC 1, REMIC 2 and REMIC 3 under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of REMIC 1, REMIC 2 or REMIC 3 to the Trustee. If any extent that maintaining such instrument is found not to conform in any material respect to status and avoiding such taxes are within the requirements control of the Trustee and are reasonably within the scope of its duties under this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge 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 their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right 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 direction of the Trustee set forth 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 not be construed as a dutydeem 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 to the requirements of this Agreement. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's satisfaction, the Trustee will provide notice thereof to the NIMs Insurer and the Certificateholders of and take such instrument in further action as directed by the event that NIMs Insurer and the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentCertificateholders. 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 which that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default and after the curing or waiver of all Master Servicer Events of Default that which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an During a Master Servicer Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredDefault, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth 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 which 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. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform in any material respect on its face to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the Certificateholders of instrument corrected, and if the instrument is not corrected to its respective satisfaction, such instrument in dissatisfied party shall provide notice thereof to the event that Certificateholders, the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentCertificate Insurer 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default and after the curing or waiver of all Master Servicer Events of Default that which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an During a Master Servicer Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredDefault, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the Certificateholders of such instrument in corrected, and if the event that instrument is not corrected to the Trustee’s satisfaction, after so requesting, does not receive a satisfactorily corrected instrumentthe Trustee will provide notice thereof to the Certificateholders. 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default Termination and after the curing or waiver of all Master Servicer Events of Default that Termination which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Master Servicer Event of Default Termination has occurred (which has not been cured) of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify will not be responsible for the accuracy or content of any resolutionsuch resolutions, certificatecertificates, statementstatements, opinionopinions, reportreports, document, order documents or other instrument so furnished to the Trusteeinstruments. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner the Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's satisfaction, the Trustee shall notify will provide notice thereof to the Certificateholders of such instrument in and the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentNIMS 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default Termination of which a Responsible Officer of the Trustee shall have actual knowledge and after the curing or waiver of all Master Servicer Events of Default that Termination which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Master Servicer Event of Default Termination has occurred (which has not been cured) of which a Responsible Officer of the Trustee shall have has actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of As provided in Section 4.02 hereof, on each Distribution Date, the Trustee set forth in this Agreement shall not be construed provide Bloomberg Financial Markets, L.P. (“Bloomberg”) CUSIP level information for each Class of Certificates as of such Distribution Date, using a dutyformat and media mutually acceptable to the Trustee and Bloomberg. 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 Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to by the TrusteeMaster Servicer, the Pledged Asset Servicer or the Depositor hereunder. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrument. The Trustee shall prepare and file or cause to be filed on behalf of the Trust Fund any tax return that is required with respect to the Trust Fund pursuant to applicable federal, state or local tax laws. The Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of the Trust Fund as two REMICs under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on the Trust Fund to the extent that maintaining such status and avoiding such taxes are within the control of the Trustee and are within the commercially reasonable scope of specific responsibilities under this 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 misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of 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, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred occurs and remains uncuredis continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the Certificateholders instrument corrected. The Trustee shall sign on behalf of the Trust Fund any tax return that the Trustee is required to sign pursuant to applicable federal, state or local tax laws. The Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of the Trust Fund as a REMIC under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on the Trust Fund to the extent that maintaining such instrument status and avoiding such taxes are reasonably within the control of the Trustee and are reasonably within the scope of its duties under this Agreement. The Trustee shall cooperate to the extent practicable, with the Depositor in the event that preparation of any information, for the TrusteeHolder of any Certificate, after so requesting, does not receive a satisfactorily corrected instrumentwhich the Depositor in its sole discretion deems necessary and appropriate for purposes of satisfying applicable information reporting requirements under Rule 144A or otherwise. 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events each Event of Default that may have occurredDefault, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this the Trust Agreement. In case During an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge 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 their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth 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 to the requirements of this Agreement. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so specifically required to be furnished to it pursuant to any provision of the TrusteeTrust Agreement, shall examine such instrument to determine whether it conforms to the requirements of the Trust Agreement; provided, however, that the Trustee shall be under no duty to recalculate, verify or recompute any information provided to it hereunder by Saxon or the Master Servicer. If any such instrument is found not to conform in any material respect to the requirements of this Agreementthe Trust Agreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the Certificateholders of such instrument in corrected, and if the event that instrument is not corrected to the Trustee's satisfaction, after so requesting, does not receive a satisfactorily corrected instrumentthe Trustee shall provide notice thereof to the Certificateholders. 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge 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 their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Trustee set forth 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 to the requirements of this Agreement. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders and the Certificate Insurer of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default Termination and after the curing or waiver of all Master Servicer Events of Default Termination that may have occurred, undertakes with respect to the Trust Fund 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 of which a Responsible Officer of the Trustee shall have actual knowledge Termination has occurred and remains uncureduncured or unwaived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed , but only until such time as a dutysuccessor Master Servicer shall have been appointed hereunder. 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 to are in the requirements of form required by this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trusteeinstrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such non conforming instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Servicer Event of Default Termination and after the curing or waiver of all Servicer Events of Default that Termination which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Servicer Event of Default Termination has occurred (which has not been cured) of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify will not be responsible for the accuracy or content of any resolutionsuch resolutions, certificatecertificates, statementstatements, opinionopinions, reportreports, document, order documents or other instrument so furnished to the Trusteeinstruments. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner the Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee’s satisfaction, the Trustee shall notify will provide notice thereof to the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentCertificateholders. 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default and after the curing or waiver of all Events any such Master Servicer Event of Default that may have occurredDefault, undertakes with respect to the Trust Fund 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 JPMorgan Chase 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 JPMorgan Chase 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 shall have actual knowledge 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 their exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the The Trustee set forth 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 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, Custody Agreement, Servicing Agreement, Sale Agreement or Assignment Agreement shall examine them to determine whether they conform to the requirements of this Agreement. The such agreement; provided, however, that the Trustee shall have no not be under any duty to recomputerecalculate, recalculate verify or verify recompute the accuracy of any resolution, certificate, statement, opinion, report, document, order information provided to it hereunder by the Servicer or other instrument so furnished to the TrusteeDepositor. If any such instrument is found not to conform in any material respect to the requirements of this Agreementsuch agreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the Certificateholders of such instrument in corrected, and if the event that instrument is not corrected to its satisfaction, then it will provide notice thereof to the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentother and to the Certificateholders. 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of 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, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge 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, and use the same degree of care and skill in their exercise, its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The , provided, however that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to by the TrusteeServicer, the Representative, the Claims Administrator or any Originator hereunder. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the Certificateholders of such instrument in corrected, and if the event that instrument is not corrected to the Trustee's satisfaction, after so requesting, does not receive a satisfactorily corrected instrumentthe Trustee will provide notice thereof to the Certificateholders. 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of 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, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge occurs, is continuing and has occurred and remains uncurednot been waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to determine whether they conform to the requirements of this Agreement. The Agreement in a material manner, the Trustee shall take such action as it deems appropriate to have no duty the instrument corrected, and if the instrument is not corrected to recomputethe Trustee’s satisfaction, recalculate or verify the Trustee will provide notice thereof to the Certificateholders. Notwithstanding the foregoing, 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 Servicer hereunder or any Opinion of Counsel required hereunder. The Trustee shall prepare and file or cause to be filed on behalf of the Trust Fund any tax return that is required with respect to REMIC 1, REMIC 2 and REMIC 3 pursuant to applicable federal, state or local tax laws. The Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so furnished as to maintain the status of REMIC 1, REMIC 2 and REMIC 3 under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of REMIC 1, REMIC 2 or REMIC 3 to the Trustee. If any extent that maintaining such instrument is found not to conform in any material respect to status and avoiding such taxes are within the requirements control of the Trustee and are reasonably within the scope of its duties under this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of 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, undertakes with respect to the Trust Fund 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 (which has not been cured) of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform be in any material respect to the requirements of form specified in this Agreement, on its face, the Trustee shall notify take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee’s satisfaction, the Trustee will, at the expense of the Seller, provide notice thereof to the Certificateholders and will, at the expense of the Seller, which expense shall be reasonable given the scope and nature of the required action, take such instrument further action as directed by the Majority Certificateholders. The Trustee may, in accordance with its duties hereunder, do all things necessary and proper as may be required in connection with any secondary mortgage licensing laws and similar requirements, including, but not limited to, consenting to jurisdiction, and the event that appointment of agents for service of process, in jurisdictions in which the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentMortgaged 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 misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of If an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredis continuing, the Trustee shall exercise such of the rights and powers vested in it by this the Pooling and Servicing Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right Prior to the occurrence of an Event of Default or after all Events of Default which may have occurred have been cured or waived, the Trustee shall exercise such of the Trustee set forth rights and powers vested in this Agreement it by the Pooling and Servicing Agreement, and shall not be construed use the same degree of care and skill in their exercise, as a dutycorporate trustee would exercise or use under the circumstances in the administration of a corporate trust agreement. 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 the Pooling and Servicing Agreement, shall examine them to determine whether they conform to the requirements of this the Pooling and Servicing Agreement. The ; provided, however, that the Trustee shall have be under no duty to recomputerecalculate, recalculate verify or verify recompute the accuracy of any resolution, certificate, statement, opinion, report, document, order information provided to it hereunder by the Company or other instrument so furnished to the TrusteeServicer. If any such instrument is found not to conform in any material respect to the requirements of this Agreementthe Pooling and Servicing Agreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the Certificateholders of such instrument in corrected, and if the event that instrument is not corrected to the Trustee's satisfaction, after so requesting, does not receive a satisfactorily corrected instrumentthe Trustee will provide notice thereof to the related Certificateholders. No provision of this the Pooling and Servicing 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncureduncured or waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. Any permissive right of the Trustee set forth 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 to are in the requirements of form required by this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to instrument. Unless an Event of Default of which a Responsible Officer of the Trustee. If any such instrument is found not to conform in any material respect to Trustee shall have actual knowledge shall have occurred and be continuing, the requirements duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall notify not be liable except for the Certificateholders performance of such instrument duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the event that Trustee and the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder. The Trustee shall not be liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Trustee, after so requestingunless it shall be finally proven that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall not be liable with respect to any action taken, does suffered or omitted to be taken by it in good faith in accordance with this Agreement or with the direction of the Insurer or Holders of Certificates evidencing not receive less than 25% of the Voting Rights of the Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Agreement. Subject to the other provisions of this Agreement and without limiting the generality of this Section 8.01, the Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a satisfactorily corrected instrumentsecurity interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the Trust Fund other than from funds available in the Certificate Account or (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Trustee pursuant to this Agreement believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties; provided, however, that the provisions of this Section 8.01(iv) shall not apply during any period during which the Trustee is acting in the capacity of servicer. No Notwithstanding anything contained in this Section 8.01 to the contrary, 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:.

Duties of 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, undertakes with respect to the Trust Fund 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 (which has not been cured) of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform be in any material respect to the requirements of form specified in this Agreement, on its face, the Trustee shall notify take action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's satisfaction, the Trustee will, at the expense of the Servicer, provide notice thereof to the Certificateholders and will, at the expense of the Servicer, which expense shall be reasonable given the scope and nature of the required action, take such instrument further action as directed by the Majority Certificateholders. The Trustee may, in accordance with its duties hereunder, do all things necessary and proper as may be required in connection with any secondary mortgage licensing laws and similar requirements, including, but not limited to, consenting to jurisdiction, and the event that appointment of agents for service of process, in jurisdictions in which the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentMortgaged 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 misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncureduncured or waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. Any permissive right of the Trustee set forth 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 to are in the requirements of form required by this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to instrument. Unless an Event of Default of which a Responsible Officer of the Trustee. If any such instrument is found not to conform in any material respect to Trustee shall have actual knowledge shall have occurred and be continuing, the requirements duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall notify not be liable except for the Certificateholders performance of such instrument duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the event that Trustee and the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder. The Trustee shall not be liable for an error of judgment made in good faith by a Responsible Officer or other officers of the Trustee, after so requestingunless it shall be finally proven that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall not be liable with respect to any action taken, does suffered or omitted to be taken by it in good faith in accordance with this Agreement or with the direction of the Holders of Certificates evidencing not receive less than 25% of the Voting Rights of the Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Agreement. Subject to the other provisions of this Agreement and without limiting the generality of this Section 8.01, the Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a satisfactorily corrected instrumentsecurity interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the Trust Fund other than from funds available in the Certificate Account or (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Trustee pursuant to this Agreement believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties; provided, however, that the provisions of this Section 8.01(D) shall not apply during any period during which the Trustee is acting in the capacity of servicer. No Notwithstanding anything contained in this Section 8.01 to the contrary, 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:.

Duties of 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, undertakes with respect to the Trust Fund 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 (which has not been cured) of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform be in any material respect to the requirements of form specified in this Agreement, on its face, the Trustee shall notify take action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's satisfaction, the Trustee will, at the expense of the Seller, provide notice thereof to the Certificateholders and will, at the expense of the Seller, which expense shall be reasonable given the scope and nature of the required action, take such instrument further action as directed by the Majority Certificateholders. The Trustee may, in accordance with its duties hereunder, do all things necessary and proper as may be required in connection with any secondary mortgage licensing laws and similar requirements, including, but not limited to, consenting to jurisdiction, and the event that appointment of agents for service of process, in jurisdictions in which the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentMortgaged 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 misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge 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 their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right 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 direction of the Trustee set forth majority of the Certificateholders or the NIM Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIM 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 not be construed as a dutydeem most effectual to protect and enforce any of the rights of the Trustee, the NIM 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. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform in any material respect conform, on its face, to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify the Certificateholders person providing such Agreement of such non-conformance, and if the instrument in the event that is not corrected to the Trustee's satisfaction, after so requesting, does not receive a satisfactorily corrected instrumentthe Trustee will provide notice thereof to the NIM Insurer and the Certificateholders and take such further action as directed by the NIM Insurer and the Certificateholders. 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 which that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of 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, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge occurs, is continuing and has occurred and remains uncurednot been waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to determine whether they conform to the requirements of this Agreement. The Agreement in a material manner, the Trustee shall take such action as it deems appropriate to have no duty the instrument corrected, and if the instrument is not corrected to recomputethe Trustee’s satisfaction, recalculate or verify the Trustee will provide notice thereof to the Certificateholders. Notwithstanding the foregoing, 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 Servicer hereunder or any Opinion of Counsel required hereunder. The Trustee shall prepare and file or cause to be filed on behalf of the Trust Fund any tax return that is required with respect to REMIC 1, REMIC 2, REMIC 3 and REMIC 4 pursuant to applicable federal, state or local tax laws. The Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so furnished as to maintain the status of REMIC 1, REMIC 2, REMIC 3 and REMIC 4 under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of REMIC 1, REMIC 2, REMIC 3 or REMIC 4 to the Trustee. If any extent that maintaining such instrument is found not to conform in any material respect to status and avoiding such taxes are within the requirements control of the Trustee and are reasonably within the scope of its duties under this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default Termination and after the curing or waiver of all Master Servicer Events of Default that Termination which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Master Servicer Event of Default Termination has occurred (which has not been cured) of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify will not be responsible for the accuracy or content of any resolutionsuch resolutions, certificatecertificates, statementstatements, opinionopinions, reportreports, document, order documents or other instrument so furnished to the Trusteeinstruments. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner the Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's satisfaction, the Trustee shall notify will provide notice thereof to the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentCertificateholders. 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of 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, undertakes with respect to the Trust Fund 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 (which has not been cured) of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform be in any material respect to the requirements of form specified in this Agreement, on its face, the Trustee shall notify take action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee’s satisfaction, the Trustee will, at the expense of the Seller, provide notice thereof to the Certificateholders and will, at the expense of the Seller, which expense shall be reasonable given the scope and nature of the required action, take such instrument further action as directed by the Majority Certificateholders. The Trustee may, in accordance with its duties hereunder, do all things necessary and proper as may be required in connection with any secondary mortgage licensing laws and similar requirements, including, but not limited to, consenting to jurisdiction, and the event that appointment of agents for service of process, in jurisdictions in which the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentMortgaged 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 misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default Termination and after the curing or waiver of all Master Servicer Events of Default Termination that may have occurred, undertakes with respect to the Trust Fund 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 of which a Responsible Officer of the Trustee shall have actual knowledge Termination has occurred and remains uncureduncured or unwaived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed , but only until such time as a dutysuccessor Master Servicer shall have been appointed hereunder. 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 are in the form required by this Agreement to the requirements extent that forms of this Agreement. The such documents have been provided to the Trustee; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trusteeinstrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the NIMS Insurer, the Certificate Insurer and the Certificateholders of such non-conforming instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default and after the curing or waiver of all Events any such Master Servicer Event of Default that may have occurredDefault, undertakes with respect to the Trust Fund 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 JPMorgan Chase Bank 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 JPMorgan Chase Bank 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 shall have actual knowledge 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 their exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the The Trustee set forth 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 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, Custody Agreement, Servicing Agreement, Sale Agreement or Assignment Agreement shall examine them to determine whether they conform to the requirements of this Agreement. The such agreement; provided, however, that the Trustee shall have no not be under any duty to recomputerecalculate, recalculate verify or verify recompute the accuracy of any resolution, certificate, statement, opinion, report, document, order information provided to it hereunder by the Servicer or other instrument so furnished to the TrusteeDepositor. If any such instrument is found not to conform in any material respect to the requirements of this Agreementsuch agreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the Certificateholders of such instrument in corrected, and if the event that instrument is not corrected to its satisfaction, then it will provide notice thereof to the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentother and to the Certificateholders. 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of 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, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge 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, and use the same degree of care and skill in their exercise, its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The , provided, however that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to by the TrusteeServicer or the Sellers hereunder. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the Certificateholders of such instrument in corrected, and if the event that instrument is not corrected to the Trustee's satisfaction, after so requesting, does not receive a satisfactorily corrected instrumentthe Trustee will provide notice thereof to the Certificateholders. 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default Termination and after the curing or waiver of all Master Servicer Events of Default that Termination which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Master Servicer Event of Default Termination has occurred (which has not been cured) of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify will not be responsible for the accuracy or content of any resolutionsuch resolutions, certificatecertificates, statementstatements, opinionopinions, reportreports, document, order documents or other instrument so furnished to the Trusteeinstruments. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner the Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's satisfaction, the Trustee shall notify will provide notice thereof to the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentCertificateholders. 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; PROVIDED, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, howeverHOWEVER, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Servicer Event of Default Termination and after the curing or waiver of all Servicer Events of Default that Termination which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Servicer Event of Default Termination has occurred (which has not been cured) of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 it which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify will not be responsible for the accuracy or content of any resolutionsuch resolutions, certificatecertificates, statementstatements, opinionopinions, reportreports, document, order documents or other instrument so furnished to the Trusteeinstruments. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the Certificateholders of such instrument in corrected, and if the event that instrument is not corrected to the Trustee’s satisfaction, after so requesting, does not receive a satisfactorily corrected instrumentthe Trustee will provide notice thereof to the Certificateholders. 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default and after the curing or waiver of all Events any such Master Servicer Event of Default that may have occurredDefault, undertakes with respect to the Trust Fund 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 shall have actual knowledge has occurred and remains uncurednotice, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, the Trust Agreement and use the same degree of care and skill in their exercise, exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. Any permissive right of the The Trustee set forth 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 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, Custody Agreement, Servicing Agreement, Sale Agreement or Assignment Agreement shall examine them to determine whether they conform to the requirements of this Agreement. The such agreement; provided, however, that the Trustee shall have no not be under any duty to recomputerecalculate, recalculate verify or verify recompute the accuracy of any resolution, certificate, statement, opinion, report, document, order information provided to it hereunder by the Servicer or other instrument so furnished to the TrusteeDepositor. If any such instrument is found not to conform in any material respect to the requirements of this Agreementsuch agreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the Certificateholders of such instrument in corrected, and if the event that instrument is not corrected to its satisfaction, then it will provide notice thereof to the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentother and to the Certificateholders. 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default Termination of which a Responsible Officer of the Trustee shall have actual knowledge and after the curing or waiver of all Master Servicer Events of Default that Termination which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Master Servicer Event of Default Termination has occurred (which has not been cured) of which a Responsible Officer of the Trustee shall have has actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of As provided in Section 4.02 hereof, on each Distribution Date, the Trustee set forth in this Agreement shall not be construed provide Bloomberg Financial Markets, L.P. (“Bloomberg”) CUSIP level information for each Class of Certificates as of such Distribution Date, using a dutyformat and media mutually acceptable to the Trustee and Bloomberg. 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 Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to by the TrusteeMaster Servicer, the Additional Collateral Servicer or the Depositor hereunder. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrument. The Trustee shall prepare and file or cause to be filed on behalf of the Trust Fund any tax return that is required with respect to the Trust Fund pursuant to applicable federal, state or local tax laws. The Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of the Trust Fund as two REMICs under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on the Trust Fund to the extent that maintaining such status and avoiding such taxes are within the control of the Trustee and are within the commercially reasonable scope of specific responsibilities under this 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 misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of 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, undertakes with respect to the Trust Fund 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 (which has not been cured) of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform be in any material respect to the requirements of form specified in this Agreement, on its face, the Trustee shall notify take action as it deems appropriate to have the Certificateholders of such instrument in corrected, and if the event that instrument is not corrected to the Trustee's satisfaction, after so requestingthe Trustee will, does at the expense of the Servicer, provide notice thereof to the Holders and will, at the expense of the Servicer, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the Majority Certificateholders. The Trustee may, in accordance with its duties hereunder, do all things necessary and proper as may be required in connection with any secondary mortgage licensing laws and similar requirements, including, but not receive a satisfactorily corrected instrumentlimited to, consenting to jurisdiction, and the appointment of agents for service of process, in jurisdictions in which the Mortgaged 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 misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, Trustee prior to the occurrence of an a Servicer Event of Default and after the curing or waiver of all Servicer Events of Default that which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an During a Servicer Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredDefault, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth enumerated in this Agreement shall not be construed as a duty. The Trustee, Trustee upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that it, which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify will not be responsible for the accuracy or content of any resolutionsuch resolutions, certificatecertificates, statementstatements, opinionopinions, reportreports, document, order documents or other instrument so furnished to the Trusteeinstruments. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, it shall take such action as it deems appropriate to have the Trustee shall notify instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders of such instrument in and the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentNIMS 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Servicer Event of Default Termination of which a Responsible Officer of the Trustee shall have actual knowledge and after the curing or waiver of all Servicer Events of Default that Termination which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Servicer Event of Default Termination has occurred (which has not been cured) of which a Responsible Officer of the Trustee shall have has actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to by the TrusteeServicer, the Seller or the Depositor hereunder. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, thatthe Trustee has occurred and is continuing:

Duties of Trustee. The Trustee, Trustee prior to the occurrence of an a Servicer Event of Default and after the curing or waiver of all Servicer Events of Default that which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an During a Servicer Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredDefault, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Trustee set forth enumerated in this Agreement shall not be construed as a duty. The Trustee, Trustee upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that it, which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify will not be responsible for the accuracy or content of any resolutionsuch resolutions, certificatecertificates, statementstatements, opinionopinions, reportreports, document, order documents or other instrument so furnished to the Trusteeinstruments. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, it shall take such action as it deems appropriate to have the Trustee shall notify instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders of such instrument in and the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentNIMS 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Servicer Event of Default Termination of which a Responsible Officer of the Trustee shall have actual knowledge and after the curing or waiver of all Servicer Events of Default that Termination which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Servicer Event of Default Termination has occurred (which has not been cured) of which a Responsible Officer of the Trustee shall have has actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth 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 which 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. The Agreement to the extent specified herein; provided, however, that that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to by the TrusteeServicer, the Seller or the Depositor hereunder. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge 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 their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right 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 direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders 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 set forth in this Agreement shall not be construed as a dutyand 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. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. 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 conform in any material respect to the requirements of this Agreement, the Trustee shall notify will provide notice thereof to the Certificateholders of and take such instrument in further action as directed by the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentCertificateholders. 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 which that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Servicer Event of Default Termination and after the curing or waiver of all Servicer Events of Default that Termination which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Servicer Event of Default Termination has occurred (which has not been cured) of which a Responsible Officer of the Trustee shall have has actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify will not be responsible for the accuracy or content of any resolutionsuch resolutions, certificatecertificates, statementstatements, opinionopinions, reportreports, document, order documents or other instrument so furnished to the Trusteeinstruments. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the Certificateholders of such instrument in corrected, and if the event that instrument is not corrected to the Trustee’s satisfaction, after so requesting, does not receive a satisfactorily corrected instrumentthe Trustee will provide notice thereof to the Certificateholders. 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of 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, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge occurs, is continuing and has occurred and remains uncurednot been waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to determine whether they conform to the requirements of this Agreement. The Agreement in a material manner, the Trustee shall take such action as it deems appropriate to have no duty the instrument corrected, and if the instrument is not corrected to recomputethe Trustee's satisfaction, recalculate or verify the Trustee will provide notice thereof to the Certificateholders. Notwithstanding the foregoing, 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 Servicer hereunder or any Opinion of Counsel required hereunder. The Trustee shall prepare and file or cause to be filed on behalf of the Trust Fund any tax return that is required with respect to REMIC 1 and REMIC 2 pursuant to applicable federal, state or local tax laws. The Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so furnished as to maintain the status of REMIC 1 and REMIC 2 under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of REMIC 1 or REMIC 2 to the Trustee. If any extent that maintaining such instrument is found not to conform in any material respect to status and avoiding such taxes are within the requirements control of the Trustee and are reasonably within the scope of its duties under this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of 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, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this AgreementAgreement as duties of the Trustee. In case If an Event of Default occurs, of which a Responsible Officer of the Trustee shall have actual knowledge knowledge, is continuing and has occurred and remains uncurednot been waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement to the Trustee, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to determine whether they conform on its face to the requirements of this Agreement. The , the Trustee shall have no duty take such action as it deems appropriate to recomputerequest that the instrument be corrected, recalculate or verify and if the instrument is not corrected to the Trustee’s satisfaction, the Trustee will provide notice thereof to the Certificateholders. Notwithstanding the foregoing, 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 Servicer hereunder or any Opinion of Counsel required hereunder. The Trustee shall prepare and file or cause to be filed on behalf of the Trust Fund any tax return that is required with respect to any Trust REMIC pursuant to applicable federal, state or local tax laws. The Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so furnished as to maintain the status of any Trust REMIC under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of any Trust REMIC to the Trustee. If any extent that maintaining such instrument is found not to conform in any material respect to status and avoiding such taxes are within the requirements control of the Trustee and are reasonably within the scope of its duties under this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default Termination and after the curing or waiver of all Master Servicer Events of Default Termination that may have occurred, undertakes with respect to the Trust Fund 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 of which a Responsible Officer of the Trustee shall have actual knowledge Termination has occurred and remains uncureduncured or unwaived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed , but only until such time as a dutysuccessor Master Servicer shall have been appointed hereunder. 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 are in the form required by this Agreement to the requirements extent that forms of this Agreement. The such documents have been provided to the Trustee; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trusteeinstrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the NIMS Insurer, the Group I Certificate Insurer and the Certificateholders of such non-conforming instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default Termination of which a Responsible Officer of the Trustee shall have actual knowledge and after the curing or waiver of all Master Servicer Events of Default that Termination which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Master Servicer Event of Default Termination has occurred (which has not been cured) of which a Responsible Officer of the Trustee shall have has actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of As provided in Section 4.02 hereof, on each Distribution Date, the Trustee set forth in this Agreement shall not be construed provide Bloomberg Financial Markets, L.P. ("Bloomberg") CUSIP level information for each Class of Certificates as of such Distribution Date, using a dutyformat and media mutually acceptable to the Trustee and Bloomberg. 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 Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to by the TrusteeMaster Servicer, the Additional Collateral Servicer or the Depositor hereunder. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrument. The Trustee shall prepare and file or cause to be filed on behalf of the Trust Fund any tax return that is required with respect to the Trust Fund pursuant to applicable federal, state or local tax laws. The Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of the Trust Fund as two REMICs under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on the Trust Fund to the extent that maintaining such status and avoiding such taxes are within the control of the Trustee and are within the commercially reasonable scope of specific responsibilities under this 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 misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge and after the curing or waiver of all Events of Default that which may have occurred, undertakes with respect to the Trust Fund 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 of which a Responsible Officer of the Trustee shall have actual knowledge (which has occurred and remains uncurednot been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right The appointment of a successor Servicer (including the Trustee set forth in Trustee) hereunder shall for purposes of this Agreement shall not Article be construed as deemed a dutycure of an Event of Default. 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 Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the TrusteeTrustee hereunder. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Investor Certificateholders of such instrument instruments, in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:: -------- -------

Duties of 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, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge occurs, is continuing and has occurred and remains uncurednot been waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to determine whether they conform to the requirements of this Agreement. The Agreement in a material manner, the Trustee shall take such action as it deems appropriate to have no duty the instrument corrected, and if the instrument is not corrected to recomputethe Trustee's satisfaction, recalculate or verify the Trustee will provide notice thereof to the Certificateholders. Notwithstanding the foregoing, 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 Servicer hereunder or any Opinion of Counsel required hereunder. The Trustee shall prepare and file or cause to be filed on behalf of the Trust Fund any tax return that is required with respect to both REMIC I and REMIC II pursuant to applicable federal, state or local tax laws. The Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so furnished as to maintain the status of both REMIC I and REMIC II under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on either REMIC I or REMIC II to the Trustee. If any extent that maintaining such instrument is found not to conform in any material respect to status and avoiding such taxes are within the requirements control of the Trustee and are reasonably within the scope of its duties under this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default Termination and after the curing or waiver of all Master Servicer Events of Default that Termination which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Master Servicer Event of Default Termination has occurred (which has not been cured) of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify will not be responsible for the accuracy or content of any resolutionsuch resolutions, certificatecertificates, statementstatements, opinionopinions, reportreports, document, order documents or other instrument so furnished to the Trusteeinstruments. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner the Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's satisfaction, the Trustee shall notify will provide notice thereof to the Certificateholders of such instrument in and the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentNIMs 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; PROVIDED, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, howeverHOWEVER, that:

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge 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 their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right 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 direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders 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 set forth in this Agreement shall not be construed as a dutyand 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. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform in any material respect conform, on its face, to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify the Certificateholders person providing such Agreement of such non-conformance, and if the instrument in the event that is not corrected to the Trustee's satisfaction, after so requesting, does not receive a satisfactorily corrected instrumentthe Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the Certificateholders. 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 which that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of 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, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncured(which has not been cured), the Trustee Trustee, subject to the provisions of Sections 7.1, 7.3, 7.4 and 7.5, shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth enumerated in this Agreement shall not be construed as a duty. The Subject to Sections 8.2(i), 8.3 and 8.4, 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 Agreement, shall examine them to determine whether they conform to are in the requirements of form required by this Agreement. The ; PROVIDED, HOWEVER, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trusteeby any party hereunder. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's reasonable satisfaction, the Trustee will provide notice thereof to the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentand each Rating Agency. 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 misconductwillful misconduct or in the event the Trustee is acting as successor servicer pursuant to Section 7.5, its negligent failure to perform its obligations in compliance with the standard imposed on the Servicer pursuant to Section 6.3 of this Agreement; PROVIDED, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, howeverHOWEVER, that:

Duties of Trustee. The Trustee, both prior to and after the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurredServicing Termination, undertakes with respect to the Trust Fund shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default of which a Responsible Officer of Servicing Termination known to the Trustee shall have actual knowledge has occurred and remains uncuredshall not have been cured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. Any permissive right ; provided, however, that if the Trustee shall assume the duties of the Servicer pursuant to Section 12.2, the Trustee set forth in this Agreement performing such duties shall not be construed as use the degree of skill and attention customarily exercised by a dutyservicer with respect to automobile and light-duty truck receivables that it services for itself. The Trustee, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders orders, or other instruments furnished to the Trustee that are shall be specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument so furnished by the Servicer to the Trustee. If any such instrument is found not Trustee pursuant to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 misconduct, its negligent failure to perform its obligations in compliance with this Agreement, bad faith or any liability which would be imposed by reason of its willful misfeasance or bad faithmisfeasance; provided, however, that:

Duties of 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, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncured(which has not been cured), the Trustee Trustee, subject to the provisions of Sections 7.1, 7.3, 7.4 and 7.5, shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth enumerated in this Agreement shall not be construed as a duty. The Subject to Sections 8.2(i), 8.3 and 8.4, 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 Agreement, shall examine them to determine whether they conform to are in the requirements of form required by this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trusteeby any party hereunder. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's reasonable satisfaction, the Trustee will provide notice thereof to the Certificateholders of such instrument in and the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentRating Agency. 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 misconductwillful misconduct or in the event the Trustee is acting as successor servicer pursuant to Section 7.5, its negligent failure to perform its obligations in compliance with the standard imposed on the Servicer pursuant to Section 6.3 of this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default Termination and after the curing or waiver of all Master Servicer Events of Default that Termination which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Master Servicer Event of Default Termination has occurred (which has not been cured) of which a Responsible Officer of the Trustee shall have has actual knowledge has occurred and remains uncuredas to which the Trustee receives written notice, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which 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. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify will not be responsible for the accuracy or content of any resolutionsuch resolutions, certificatecertificates, statementstatements, opinionopinions, reportreports, document, order documents or other instrument so furnished to the Trusteeinstruments. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner the Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's satisfaction, the Trustee will provide notice thereof to the Guarantor and the NIMS Insurer and will, at the expense of the Seller, which expense shall notify be reasonable given the Certificateholders scope and nature of the required action, take such instrument further action as directed by the Guarantor. The Trustee's computer and other systems used in performing its duties and obligations under this Agreement operate in a manner such that (i) the Trustee can perform such duties and obligations in accordance with the terms of this Agreement and (ii) the Trustee can operate its business in the event that same manner as it is operating on the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentdate 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 misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Servicer Event of Default Termination of which a Responsible Officer of the Trustee shall have actual knowledge and after the curing or waiver of all Servicer Events of Default that Termination which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Servicer Event of Default Termination has occurred (which has not been cured) of which a Responsible Officer of the Trustee shall have has actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to by the TrusteeServicer, the Seller or the Depositor hereunder. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, thatthe Trustee has occurred and is continuing:

Duties of Trustee. The Trustee, prior to the occurrence of If an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredis continuing, the Trustee shall exercise such of the rights and powers vested in it by this the Pooling and Servicing Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right Prior to the occurrence of an Event of Default or after all Events of Default which may have occurred have been cured or waived, the Trustee shall exercise such of the Trustee set forth rights and powers vested in this Agreement it by the Pooling and Servicing Agreement, and shall not be construed use the same degree of care and skill in their exercise, as a dutycorporate trustee would exercise or use under the circumstances in the administration of a corporate trust agreement. 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 the Pooling and Servicing Agreement, shall examine them to determine whether they conform to the requirements of this the Pooling and Servicing Agreement. The ; PROVIDED, HOWEVER, that the Trustee shall have be under no duty to recomputerecalculate, recalculate verify or verify recompute the accuracy of any resolution, certificate, statement, opinion, report, document, order information provided to it hereunder by OMI or other instrument so furnished to the TrusteeServicer. If any such instrument is found not to conform in any material respect to the requirements of this Agreementthe Pooling and Servicing Agreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the Certificateholders of such instrument in corrected, and if the event that instrument is not corrected to the Trustee's satisfaction, after so requesting, does not receive a satisfactorily corrected instrumentthe Trustee will provide notice thereof to the related Certificateholders. No provision of this the Pooling and Servicing 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; PROVIDED, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, howeverHOWEVER, that:

Duties of 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, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncured(which has not been cured), the Trustee Trustee, subject to the provisions of Sections 7.1, 7.3, 7.4 and 7.5, shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth enumerated in this Agreement shall not be construed as a duty. The Subject to Sections 8.2(i), 8.3 and 8.4, 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 Agreement, shall examine them to determine whether they conform to are in the requirements of form required by this Agreement. The ; PROVIDED, HOWEVER, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trusteeby any party hereunder. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's reasonable satisfaction, the Trustee will provide notice thereof to the Certificateholders of such instrument in and the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentRating Agency. 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 misconductwillful misconduct or in the event the Trustee is acting as successor servicer pursuant to Section 7.5, its negligent failure to perform its obligations in compliance with the standard imposed on the Servicer pursuant to Section 6.3 of this Agreement; PROVIDED, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, howeverHOWEVER, that:

Duties of Trustee. (a) The Trustee, prior to the occurrence of an a Servicer Event of Default Termination of which a Responsible Officer of the Trustee shall have actual knowledge and after the curing or waiver of all Servicer Events of Default that Termination which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Servicer Event of Default Termination has occurred (which has not been cured) of which a Responsible Officer of the Trustee shall have has actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to by the TrusteeServicer, the Seller, the NIMS Insurer or the Depositor hereunder. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of If an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredis continuing, the Trustee shall exercise such of the rights and powers vested in it by this the Pooling and Servicing Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right Prior to the occurrence of an Event of Default or after all Events of Default which may have occurred have been cured or waived, the Trustee shall exercise such of the Trustee set forth rights and powers vested in this Agreement it by the Pooling and Servicing Agreement, and shall not be construed use the same degree of care and skill in their exercise, as a dutycorporate trustee would exercise or use under the circumstances in the administration of a corporate trust agreement. 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 the Pooling and Servicing Agreement, shall examine them to determine whether they conform to the requirements of this the Pooling and Servicing Agreement. The ; provided, however, that the Trustee shall have be under no duty to recomputerecalculate, recalculate verify or verify recompute the accuracy of any resolution, certificate, statement, opinion, report, document, order information provided to it hereunder by OMI or other instrument so furnished to the TrusteeServicer. If any such instrument is found not to conform in any material respect to the requirements of this Agreementthe Pooling and Servicing Agreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the Certificateholders of such instrument in corrected, and if the event that instrument is not corrected to the Trustee's satisfaction, after so requesting, does not receive a satisfactorily corrected instrumentthe Trustee will provide notice thereof to the related Certificateholders. No provision of this the Pooling and Servicing 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, both prior to and after the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurredServicing Termination, undertakes with respect to the Trust Fund shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default of which a Responsible Officer of Servicing Termination known to the Trustee shall have actual knowledge has occurred and remains uncuredshall not have been cured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right ; provided, however, that if the Trustee shall assume the duties of the Servicer pursuant to Sections 8.5 and 9.2, the Trustee set forth in this Agreement performing such duties shall not be construed as use the degree of skill and attention customarily exercised by a dutyservicer with respect to automobile receivables that it services for itself. The Trustee, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders orders, or other instruments furnished to the Trustee that are shall be specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument so furnished by the Servicer to the Trustee. If any such instrument is found not Trustee pursuant to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 misconduct, its negligent failure to perform its obligations in compliance with this Agreement, bad faith or any liability which would be imposed by reason of its willful misfeasance or bad faithwilful misfeasance; provided, however, that:

Duties of 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, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred occurs and remains uncuredis continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairsaffairs unless it is acting as Master Servicer, in which case it shall use the degree of care and skill as is required of the Master Servicer under this Agreement. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify request that the Certificateholders presenting Person have the instrument corrected. The Trustee shall sign on behalf of the Trust Fund any tax return that the Trustee is required to sign pursuant to applicable federal, state or local tax laws. The Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of either the Pooling REMIC or the Issuing REMIC as a REMIC under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on the Trust Fund to the extent that maintaining such instrument status and avoiding such taxes are reasonably within the control of the Trustee and are reasonably within the scope of its duties under this Agreement. The Trustee shall cooperate to the extent practicable, with the Seller in the event that preparation of any information, for the TrusteeHolder of any Security, after so requesting, does not receive a satisfactorily corrected instrumentwhich the Seller in its sole discretion deems necessary and appropriate for purposes of satisfying applicable information reporting requirements under Rule 144A or otherwise. 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, Trustee undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this the Trust Agreement. In case 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, 4.01, 4.03, 4.04, 5.02, 5.03, 5.04, 5.08, 7.01, 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 an Event of Default relating to the Trustee of which a Responsible Officer of the Trustee shall have actual knowledge 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 their exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the The Trustee set forth 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 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, Custody Agreement, Servicing Agreement, Sale Agreement or Assignment Agreement shall examine them to determine whether they conform to the requirements of this Agreement. The such agreement; provided, however, that the Trustee shall have no not be under any duty to recomputerecalculate, recalculate verify or verify recompute the accuracy of any resolution, certificate, statement, opinion, report, document, order information provided to it hereunder by the Servicer or other instrument so furnished to the TrusteeDepositor. If any such instrument is found not to conform in any material respect to the requirements of this Agreementsuch agreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the Certificateholders of such instrument in corrected, and if the event that instrument is not corrected to its satisfaction, then it will provide notice thereof to the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentother and to the Certificateholders. 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of 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, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredhas not been cured or waived, the Trustee shall shall, except in those cases in which it is required by the terms of this Agreement to follow the direction of the Certificate Insurer or the Rating Agencies, exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The , provided, however that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to by the TrusteeServicer or the Depositor hereunder. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such Certificate Insurer and request written instructions as to the action the Certificate Insurer deems appropriate to have the instrument in corrected, and if the event that instrument is not so corrected, the TrusteeTrustee will provide notice thereof to the Certificate Insurer who shall then direct the Trustee as to the action, after so requestingif any, does not receive a satisfactorily corrected instrumentto be taken. 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default Termination and after the curing or waiver of all Master Servicer Events of Default that Termination which may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an If a Master Servicer Event of Default Termination has occurred (which has not been cured) of which a Responsible Officer of the Trustee shall have has actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify will not be responsible for the accuracy or content of any resolutionsuch resolutions, certificatecertificates, statementstatements, opinionopinions, reportreports, document, order documents or other instrument so furnished to the Trusteeinstruments. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the Certificateholders of such instrument in corrected, and if the event that instrument is not corrected to the Trustee’s satisfaction, after so requesting, does not receive a satisfactorily corrected instrumentthe Trustee will provide notice thereof to the Certificateholders. 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 which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of 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, undertakes with respect to the Trust Fund 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 (which has not been cured) of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform be in any material respect to the requirements of form specified in this Agreement, on its face, the Trustee shall notify take action as it deems appropriate to have the Certificateholders of such instrument in corrected, and if the event that instrument is not corrected to the Trustee's satisfaction, after so requestingthe Trustee will, does at the expense of the Servicer, provide notice thereof to the Certificate Insurer and will, at the expense of the Servicer, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the Certificate Insurer. The Trustee may, in accordance with its duties hereunder, do all things necessary and proper as may be required in connection with any secondary mortgage licensing laws and similar requirements, including, but not receive a satisfactorily corrected instrumentlimited to, consenting to jurisdiction, and the appointment of agents for service of process, in jurisdictions in which the Mortgaged 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 misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of (a) If an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event Securities of Default of which a Responsible Officer of the Trustee shall have actual knowledge any series has occurred and remains uncuredis continuing, the Trustee shall with respect to such series exercise such of the rights and powers vested in it by this Agreement, Indenture with respect to such series and use the same degree of care and skill in their exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right (b) With respect to Securities of any series, except during the continuance of an Event of Default with respect to Securities of such series: (1) The Trustee need perform only those duties that are specifically set forth in this Agreement shall not be construed Indenture or the TIA and no others. (2) In the absence of bad faith on its part, the Trustee may conclusively rely, as a dutyto the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. The Trustee, upon receipt however, in the case of all resolutions, certificates, statements, opinions, reports, documents, orders any such certificates or other instruments furnished to the Trustee that opinions which by any provision hereof are specifically required to be furnished pursuant to any provision of this Agreement the Trustee, shall be under a duty to examine them the same to determine whether or not they conform to the requirements of this Agreement. The Trustee shall have no duty to recompute, recalculate Indenture (but need not confirm or verify investigate the accuracy of any resolution, certificate, statement, opinion, report, document, order mathematical calculations or other instrument so furnished to the Trusteefacts stated therein). If any such instrument is found (c) The Trustee may not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Trustee relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its except that: (1) This paragraph does not limit the effect of paragraph (b) of this Section. (2) The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent failure in ascertaining the pertinent facts. (3) The Trustee shall not be liable with respect to perform its obligations any action it takes or omits to take in compliance good faith in accordance with a direction received by it pursuant to Section 6.05. (d) Every provision of this AgreementIndenture that in any way relates to the Trustee is subject to paragraphs (a), or any liability which would be imposed by reason (b) and (c) of its willful misfeasance or bad faith; provided, however, that:this Section. 39

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default Termination and after the curing or waiver of all Master Servicer Events of Default Termination that may have occurred, undertakes with respect to the Trust Fund 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 of which a Responsible Officer of the Trustee shall have actual knowledge Termination has occurred and remains uncureduncured or unwaived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed , but only until such time as a dutysuccessor Master Servicer shall have been appointed hereunder. 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 are in the form required by this Agreement to the requirements extent that forms of this Agreement. The such documents have been provided to the Trustee; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trusteeinstrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such non conforming instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. (a) The Trustee, prior to except during the occurrence continuance of an Event of Default and after the curing or waiver of all Events of Default that may have occurredknown to it pursuant to Section 6.01, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this AgreementIndenture. In case If an Event of Default of which a Responsible Officer of known to the Trustee shall have actual knowledge pursuant to Section 6.01 has occurred and remains uncuredis con- tinuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, Indenture and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct con- duct of such person’s his own affairs. Any permissive right (b) Except during the continuance of an Event of Default known to the Trustee pursuant to Section 6.01: (1) the Trustee need perform only those duties as are specifically set forth in this Agreement Indenture and no others and no implied covenants or obliga- tions shall not be construed read into this Indenture against the Trustee; (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as a duty. The Trusteeto the truth of the statements and the correctness of the opinions expressed therein, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders certificates or other instruments opinions furnished to the Trustee that are specifically required and conforming to be furnished pursuant to any provision the requirements of this Agreement Indenture; however, the Trustee shall examine them the certificates and opinions to determine whether or not they conform to the requirements of this AgreementIndenture. (c) The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found may not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Trustee relieved from liability for its own negligent actionac- tion, its own negligent failure to act act, or its own willful misconduct, except that: (1) this paragraph does not limit the effect of paragraphs (a) and (b) of this Section 7.01; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05. (d) No provision of this Indenture shall require the Trustee to expend or risk its negligent failure to perform its obligations own funds or otherwise incur any financial liability in compliance with this Agreement, or the perfor- xxxxx of any liability which would be imposed by reason of its willful misfeasance duties hereunder or bad faith; provided, however, that:in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reason- ably assured to it.

Duties of Trustee. The Trustee, prior to the occurrence of if a Default or an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredis continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, Indenture and use the same degree of care and skill in their exercise, its exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right ; except during the continuance of a Default or an Event of Default: the Trustee need perform only those duties as are specifically set forth in this Agreement Indenture and no covenants or obligations shall not be construed implied in this Indenture that are adverse to the Trustee; and in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as a duty. The Trusteeto the truth of the statements and the correctness of the opinions expressed therein, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, opinions or orders or other instruments furnished to the Trustee that are specifically required and conforming to be furnished pursuant to any provision the requirements of this Agreement Indenture or the Securities. However, the Trustee shall examine them the certificates, opinions or orders to determine whether or not they conform to the requirements of this Agreement. The Trustee shall have no duty to recomputeIndenture or the Securities, recalculate as the case may be (but need not confirm or verify investigate the accuracy of any resolution, certificate, statement, opinion, report, document, order the mathematical calculations or other instrument so furnished to the Trustee. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, facts stated therein); the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does may not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Trustee relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, its except that: this Subsection (c) does not limit the effect of Subsection (b) of this Section 6.01; the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it is proved that the Trustee was negligent failure in ascertaining the pertinent facts; and the Trustee shall not be liable with respect to perform its obligations any action it takes or omits to take in compliance good faith, in accordance with this Agreementa direction of the Holders of a majority in principal amount of Outstanding Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power confirmed upon the Trustee under this Indenture; no provision of this Indenture or the Securities shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability which would be imposed by reason in the performance of any of its willful misfeasance duties hereunder or bad faithin the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; whether or not therein expressly so provided, howeverevery provision of this Indenture that in any way relates to the Trustee is subject to Subsections (a), that:(b), (c) and (d) of this Section 6.01; the Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree with the Company. Assets held in trust by the Trustee need not be segregated from other assets except to the extent required by law; and every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of the Trust Indenture Act.

Duties of Trustee. The Trustee, prior to the occurrence of If an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredis continuing, the Trustee shall exercise such of the rights and powers vested in it by this the Pooling and Servicing Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right Prior to the occurrence of an Event of Default or after all Events of Default which may have occurred have been cured or waived, the Trustee shall exercise such of the Trustee set forth rights and powers vested in this Agreement it by the Pooling and Servicing Agreement, and shall not be construed use the same degree of care and skill in their exercise, as a dutycorporate trustee would exercise or use under the circumstances in the administration of a corporate trust agreement. 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 the Pooling and Servicing Agreement, shall examine them to determine whether they conform to the requirements of this the Pooling and Servicing Agreement. The ; PROVIDED, HOWEVER, that the Trustee shall have be under no duty to recomputerecalculate, recalculate verify or verify recompute the accuracy of any resolution, certificate, statement, opinion, report, document, order information provided to it hereunder by the Company or other instrument so furnished to the TrusteeServicer. If any such instrument is found not to conform in any material respect to the requirements of this Agreementthe Pooling and Servicing Agreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the Certificateholders of such instrument in corrected, and if the event that instrument is not corrected to the Trustee's satisfaction, after so requesting, does not receive a satisfactorily corrected instrumentthe Trustee will provide notice thereof to the related Certificateholders. No provision of this the Pooling and Servicing 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; PROVIDED, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, howeverHOWEVER, that:

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge 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 their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right 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 direction of the Trustee set forth 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 not be construed as a dutydeem 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. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform in any material respect conform, on its face, to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify the Certificateholders person providing such Agreement of such non-conformance, and if the instrument in the event that is not corrected to the Trustee's satisfaction, after so requesting, does not receive a satisfactorily corrected instrumentthe Trustee will provide notice thereof to the NIMs Insurer and the Certificateholders and take such further action as directed by the NIMs Insurer and the Certificateholders. 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 which that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes with respect to the Trust Fund shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge 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 their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right 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 direction of the Trustee set forth 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 not be construed as a dutydeem 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. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform in any material respect on its face to the requirements of this AgreementAgreement in a material manner, the Trustee shall notify the Certificateholders person providing such Agreement of such non-conformance instrument in corrected, and if the event that instrument is not corrected to the Trustee's satisfaction, after so requesting, does not receive a satisfactorily corrected instrumentthe Trustee will provide notice thereof to the NIMs Insurer and the Certificateholders and take such further action as directed by the NIMs Insurer and the Certificateholders. 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 which that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, both prior to the occurrence of an Event of Default and after the curing or waiver of all Events an Event of Default that may shall have occurredbeen cured or waived, undertakes with respect to the Trust Fund shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case Notwithstanding any other provision of this Agreement, if an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredshall not have been cured or waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, hereby and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. Any permissive right The Trustee shall provide written notice to the Rating Agency immediately upon the occurrence of any Event of Default, or event which at the expiration of a grace period will become an Event of Default, in either case, solely to the extent that a Trustee set forth in this Agreement shall not be construed as Officer has actual knowledge of such event (there being no duty of investigation regarding the existence of such events). The Trustee must promptly notify the Certificateholders of any Rating Agency action of which a dutyTrust Officer has actual knowledge. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are shall be specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The ; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished by the Servicer or the Seller hereunder except to the Trusteeextent set forth in Section 4.14(c)(ii). If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrument. The Trustee shall take and maintain custody of the schedule of Receivables included as Schedule A hereto and shall retain copies of all Servicer's Certificates prepared hereunder. 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 misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of 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, undertakes with respect to the Trust Fund 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 (which has not been cured) of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncuredknowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Trustee shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trustee. If any such instrument is found not to conform be in any material respect to the requirements of form specified in this Agreement, on its face, the Trustee shall notify take action as it deems appropriate to have the Certificateholders of such instrument in corrected, and if the event that instrument is not corrected to the Trustee's satisfaction, after so requestingthe Trustee will, does at the expense of the Servicer, provide notice thereof to the Certificate Insurer and will, at the expense of the Servicer, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the Certificate Insurer. The Trustee may, in accordance with its duties hereunder, do all things necessary and proper as may be required in connection with any secondary mortgage licensing laws and similar requirements, including, but not receive a satisfactorily corrected instrumentlimited to, consenting to jurisdiction, and the appointment of agents for service of process, in jurisdictions in which the Mortgaged 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 misconduct; PROVIDED, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, howeverHOWEVER, that:

Duties of 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, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge occurs, is continuing and has occurred and remains uncurednot been waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to determine whether they conform to the requirements of this Agreement. The Agreement in a material manner, the Trustee shall take such action as it deems appropriate to have no duty the instrument corrected, and if the instrument is not corrected to recomputethe Trustee’s satisfaction, recalculate or verify the Trustee will provide notice thereof to the Certificateholders. Notwithstanding the foregoing, 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 Servicer hereunder or any Opinion of Counsel required hereunder. The Trustee shall prepare and file or cause to be filed on behalf of the Trust Fund any tax return that is required with respect to REMIC 1 and REMIC 2 pursuant to applicable federal, state or local tax laws. The Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so furnished as to maintain the status of REMIC 1 and REMIC 2 under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of REMIC 1, REMIC 2 or REMIC 3 to the Trustee. If any extent that maintaining such instrument is found not to conform in any material respect to status and avoiding such taxes are within the requirements control of the Trustee and are reasonably within the scope of its duties under this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default Termination and after the curing or waiver of all Master Servicer Events of Default Termination that may have occurred, undertakes with respect to the Trust Fund 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 of which a Responsible Officer of the Trustee shall have actual knowledge Termination has occurred and remains uncureduncured or unwaived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed , but only until such time as a dutysuccessor Master Servicer shall have been appointed hereunder. 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 are in the form required by this Agreement to the requirements extent that forms of this Agreement. The such documents have been provided to the Trustee; provided, however, that the Trustee shall have no duty to recompute, recalculate or verify not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Trusteeinstrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trustee shall notify the NIMS Insurer and the Certificateholders of such non-conforming instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrumentinstrument and will, at the expense of the Trust Fund, take such further action as directed by the Certificateholders or any 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 willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:

Duties of 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, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge occurs, is continuing and has occurred and remains uncurednot been waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. Any permissive right of the Trustee set forth 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 which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to determine whether they conform to the requirements of this Agreement. The Agreement in a material manner, the Trustee shall take such action as it deems appropriate to have no duty the instrument corrected, and if the instrument is not corrected to recomputethe Trustee's satisfaction, recalculate or verify the Trustee will provide notice thereof to the Certificateholders. Notwithstanding the foregoing, 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 Servicer hereunder or any Opinion of Counsel required hereunder. The Trustee shall prepare and file or cause to be filed on behalf of the Trust Fund any tax return that is required with respect to REMIC 1 and REMIC 2 pursuant to applicable federal, state or local tax laws. The Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so furnished as to maintain the status of REMIC 1 and REMIC 2 under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of REMIC 1, REMIC 2 or REMIC 3 to the Trustee. If any extent that maintaining such instrument is found not to conform in any material respect to status and avoiding such taxes are within the requirements control of the Trustee and are reasonably within the scope of its duties under this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so requesting, does not receive a satisfactorily corrected 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 to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: