Common use of Acceptance of Trusts and Duties Clause in Contracts

Acceptance of Trusts and Duties. The Mortgagee accepts the duties hereby created and applicable to it and agrees to perform the same but only upon the terms of this Trust Indenture and agrees to receive and disburse all monies constituting part of the Trust Indenture Estate in accordance with the terms hereof. The Owner Trustee, in its individual capacity, and the Mortgagee, in its individual capacity, shall not be answerable or accountable under any circumstances, except (i) for their own willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the Mortgagee, as provided in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the inaccuracy of any representation or warranty of the Owner Trustee expressly made in its individual capacity in the Participation Agreement or in Section 4.01(b) or 6.03 hereof (or in any certificate furnished to the Mortgagee or any Note Holder in connection with the transactions contemplated by the Operative Agreements) or, in the case of the Mortgagee (in its individual capacity), from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) in the Participation Agreement or expressly made hereunder. Neither the Owner Trustee nor the Mortgagee shall be liable for any action or inaction of the other or of the Owner Participant.

Acceptance of Trusts and Duties. (a) The Mortgagee Owner Trustee accepts the duties trusts hereby created and applicable to it and agrees to perform the same its express duties hereunder with respect to such trusts but only upon the terms of this Trust Indenture Agreement. To the fullest extent permitted by law, neither the Owner Trustee nor any of its officers, directors, employees, agents or affiliates shall have any implied duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Trust, which implied duties and liabilities are hereby eliminated. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Owner Trustee shall be subject to the provisions of this Article. The Owner Trustee also agrees to receive and disburse all monies moneys actually received by it constituting part of the Trust Indenture Estate in accordance with upon the terms hereofof the Transaction Documents and this Agreement. The Owner Trustee, in its individual capacity, and the Mortgagee, in its individual capacity, Trustee shall not be answerable personally liable or accountable hereunder or under any circumstancesTransaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except for losses to the extent arising from (i) for their its own willful misconduct misconduct, bad faith or gross negligence (other than for in the handling performance of funds, for which the standard of accountability shall be willful misconduct or negligence)its express duties hereunder, (ii) in the case of the Mortgagee, as provided in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the inaccuracy of any representation or warranty of the Owner Trustee contained in Section 7.4 expressly made by Wilmington Trust, in its individual capacity or (iii) the failure of Wilmington Trust to perform obligations expressly undertaken by it in the Participation Agreement last sentence of Section 6.4, in each case as determined by a court of competent jurisdiction or in Section 4.01(b) or 6.03 hereof otherwise agreed by the Servicer and Wilmington Trust. In particular, but not by way of limitation (or in any certificate furnished and subject to the Mortgagee or any Note Holder in connection with the transactions contemplated by the Operative Agreements) or, exemptions set forth in the case of the Mortgagee (in its individual capacity), from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) in the Participation Agreement or expressly made hereunder. Neither the Owner Trustee nor the Mortgagee shall be liable for any action or inaction of the other or of the Owner Participant.preceding sentence):

Acceptance of Trusts and Duties. The Mortgagee Owner Trustee accepts the duties trusts hereby created and applicable to it and agrees to perform the same its duties hereunder with respect to such trusts but only upon the terms of this Trust Indenture Agreement and the Basic Documents. The Owner Trustee also agrees to receive and disburse all monies moneys actually received by it constituting part of the Trust Indenture Estate in accordance with Property upon the terms hereofof the Basic Documents and this Agreement. The Owner Trustee, in its individual capacity, and the Mortgagee, in its individual capacity, Trustee shall not be answerable or accountable in its individual capacity hereunder or under any Basic Document under any circumstances, except (i) for their its own willful misconduct misconduct, bad faith or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the Mortgagee, as provided in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly made in its individual capacity undertaken by it in the Participation Agreement or in last sentence of Section 4.01(b6.4 hereof, (iv) or 6.03 hereof (or in for any certificate furnished to the Mortgagee or any Note Holder in connection with the transactions contemplated investments issued by the Operative Agreements) or, in the case of the Mortgagee (in its individual capacity), from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) in the Participation Agreement or expressly made hereunder. Neither the Owner Trustee nor or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Mortgagee Owner Trustee, and every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Owner Trustee shall be liable for any action or inaction subject to this Section. In particular, but not by way of limitation (and subject to the other or of exceptions set forth in the Owner Participant.preceding sentence):

Acceptance of Trusts and Duties. The Mortgagee Indenture Trustee accepts the duties hereby created and applicable to it and agrees to perform the same but only upon the terms of this Trust Indenture and agrees to receive and disburse all monies constituting part of the Trust Indenture Estate in accordance with the terms hereof. The Owner Trustee, in its individual capacity, and the MortgageeIndenture Trustee, in its individual capacity, shall not be answerable or accountable under any circumstances, except (i) for their own willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the MortgageeIndenture Trustee, as provided in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the inaccuracy of any representation or warranty of the Owner Trustee expressly made in its individual capacity in the Participation Agreement or in Section 4.01(b) or 6.03 hereof (or in any certificate furnished to the Mortgagee Indenture Trustee or any Note Certificate Holder in connection with the transactions contemplated by the Operative AgreementsDocuments) or, in the case of the Mortgagee Indenture Trustee (in its individual capacity), from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee (in its individual capacity) in the Participation Agreement or expressly made hereunder. Neither the Owner Trustee nor the Mortgagee Indenture Trustee shall be liable for any action or inaction of the other or of the Owner Participant.

Acceptance of Trusts and Duties. The Mortgagee Indenture Trustee accepts the duties trusts hereby created and applicable to it and agrees to perform the same but only upon the terms of this Trust Indenture Indenture, and agrees to receive and disburse all monies moneys constituting part of the Trust Indenture Estate in accordance with the terms provisions hereof. If any Lease Indenture Event of Default shall have occurred and be continuing, the Indenture Trustee shall, subject to the provisions of Sections 4 and 5 hereof, exercise such of the rights and remedies vested in it by this Indenture and shall at all times use the same degree of care in their exercise as a prudent person would exercise or use in the circumstances in the conduct of its own affairs. The Owner Trustee, in its individual capacity, and the Mortgagee, in its individual capacity, Indenture Trustee shall not be answerable or accountable liable under any circumstances, except (ia) for their its own negligence or willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence)misconduct, (iib) in the case of the Mortgagee, as provided in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the any inaccuracy of any representation or warranty of the Owner Indenture Trustee expressly made or the Lease Indenture Company contained in its individual capacity in Section 3.5 of the Participation Agreement or in Section 4.01(b) or 6.03 hereof (or in any certificate furnished to the Mortgagee or any Note Holder in connection with the transactions contemplated by the Operative Agreements) orAgreement, in the case certificate delivered by the Indenture Trustee at the Closing pursuant to Section 4.6 of the Mortgagee Participation Agreement, or (in c) for the performance of its individual capacity), from the inaccuracy of any representation or warranty obligations under Section 8 of the Mortgagee (in its individual capacity) in Participation Agreement; and the Participation Agreement or expressly made hereunder. Neither Lease Indenture Company and the Owner Indenture Trustee nor the Mortgagee shall not be liable for any action or inaction of the other or of the Owner Participant.Trust; provided, however, that:

Acceptance of Trusts and Duties. The Mortgagee Indenture Trustee accepts the duties hereby created and applicable to it and agrees to perform the same but only upon the terms of this Trust Indenture and agrees to receive and disburse all monies constituting part of the Trust Indenture Estate in accordance with the terms hereof. The Owner Trustee, in its individual capacity, and the MortgageeIndenture Trustee, in its individual capacity, shall not be answerable or accountable under any circumstances, except (i) for their own willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the MortgageeIndenture Trustee, as provided in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the inaccuracy of any representation or warranty of the Owner Trustee expressly made in its individual capacity in the Participation Agreement or in Section 4.01(b) or 6.03 hereof (or in any certificate furnished to the Mortgagee Indenture Trustee or any Note Holder in connection with the transactions contemplated by the Operative AgreementsDocuments) or, in the case of the Mortgagee Indenture Trustee (in its individual capacity), from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee (in its individual capacity) in the Participation Agreement or expressly made hereunder. Neither the Owner Trustee nor the Mortgagee Indenture Trustee shall be liable for any action or inaction of the other or of the Owner Participant.

Acceptance of Trusts and Duties. (a) The Mortgagee Owner Trustee accepts the duties hereby trusts xxxxxx created and applicable to it and agrees to perform the same its express duties hereunder with respect to such trusts but only upon the terms of this Trust Indenture Agreement. To the fullest extent permitted by law, neither the Owner Trustee nor any of its officers, directors, employees, agents or affiliates shall have any implied duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Issuer, which implied duties and liabilities are hereby eliminated. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Owner Trustee shall be subject to the provisions of this Article. The Owner Trustee also agrees to receive and disburse all monies moneys actually received by it constituting part of the Trust Indenture Estate in accordance with upon the terms hereofof the Transaction Documents and this Agreement. The Owner Trustee, Trustee (including in its individual capacity, and the Mortgagee, in its individual capacity, ) shall not be answerable personally liable or accountable hereunder or under any circumstancesTransaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except for losses to the extent arising from (i) for their its own willful misconduct misconduct, bad faith or gross negligence (other than for in the handling performance of funds, for which the standard of accountability shall be willful misconduct or negligence)its express duties hereunder, (ii) in the case of the Mortgagee, as provided in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the inaccuracy of any representation or warranty of the Owner Trustee contained in Section 7.4 expressly made by Wilmington Trust, in its individual capacity or (iii) the failure of Wilmington Trust to perform obligations expressly undertaken by it in the Participation Agreement last sentence of Section 6.4, in each case as determined by a court of competent jurisdiction or in Section 4.01(b) or 6.03 hereof otherwise agreed by the Servicer and Wilmington Trust. In particular, but not by way of limitation (or in any certificate furnished and subject to the Mortgagee or any Note Holder in connection with the transactions contemplated by the Operative Agreements) or, exemptions set forth in the case of the Mortgagee (in its individual capacity), from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) in the Participation Agreement or expressly made hereunder. Neither the Owner Trustee nor the Mortgagee shall be liable for any action or inaction of the other or of the Owner Participant.preceding sentence):

Acceptance of Trusts and Duties. The Mortgagee First Security accepts the duties trusts hereby created and applicable to it and agrees to perform the same as Owner Trustee but only upon the terms of this hereof and the Trust Indenture and applicable to it. Owner Trustee also agrees to receive and disburse all monies received by it constituting part of the Trust Indenture Estate in accordance with pursuant to the terms hereof. The Owner Trustee, in its individual capacity, and the Mortgagee, in its individual capacity, First Security shall not be answerable or accountable under any circumstances, except for (ia) for their its own willful misconduct or gross negligence (other than for the handling including, without limitation, in connection with any activities of funds, for which the standard Owner Trustee in violation of accountability shall be willful misconduct or negligenceSection 5.4.2), (iib) its failure (in its individual capacity) to perform its obligations under Section 5.4.1, (c) its or Owner Trustee's failure to use ordinary care to receive or disburse funds or to comply with the case of the Mortgagee, as provided in the fourth first sentence of Section 2.04(a6.8, (d) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, result from the inaccuracy of any representation or breach of warranty of the Owner Trustee expressly made it in its individual capacity (or from the failure by it in its individual capacity to perform any covenant) in this Trust Agreement, the Trust Indenture, the Lease or the Participation Agreement or in Section 4.01(b) or 6.03 hereof (or elsewhere in any certificate furnished to of the Mortgagee other Operative Agreements, (e) taxes, fees or other charges on, based on or measured by any Note Holder fees, commissions or compensation received by First Security in connection with the transactions contemplated by this Trust Agreement and the other Operative Agreements) or, in the case of the Mortgagee Agreements to which it (in its individual capacitycapacity or as Owner Trustee) is a party, (f) its or Owner Trustee's failure to use ordinary care in receiving or disbursing funds or in connection with its obligation to invest funds pursuant to Section 4.4 of the Lease or Section 4.3 hereof, (g) for any liability on the part of Owner Trustee arising out of its negligence or willful or negligent misconduct in connection with its obligations under Section 5.1 (other than the first sentence thereof), from the inaccuracy of any representation 6.8 or warranty of the Mortgagee (in its individual capacity) in the Participation Agreement 9.2 hereof or expressly made hereunder. Neither the Owner Trustee nor the Mortgagee shall be liable for any action or inaction of the other or of the Owner Participant.Section 4.01

Acceptance of Trusts and Duties. The Mortgagee Indenture Trustee in its individual capacity accepts the duties trust hereby created and applicable to it and agrees to perform the same but only upon the terms of this Trust Indenture. The Indenture Trustee agrees for the benefit of the Note Holders, the Owner Trustee and agrees the Owner Participant to receive and disburse all monies moneys constituting part of the Trust Indenture Estate in accordance with the terms hereof. The Owner Trustee, in its individual capacity, ; and neither the Mortgagee, in its individual capacity, Trust Company nor the Indenture Trustee shall not be answerable or accountable under any circumstances, except (i) for their own willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the Mortgagee, or as provided in the fourth sentence of Section 2.04(a) hereof and in the last sentence of Section 5.04 hereof, and (iii) except for liabilities that may result, in the case of the Owner TrusteeTrust Company, from the inaccuracy of any representation or warranty of the Owner Trustee expressly made in its individual capacity Trust Company in the Participation Refunding Agreement or in the Trust Agreement or in Section 4.01(b) or 6.03 hereof (or the failure to perform any covenant of the Trust Company pursuant to Section 4.01(a) hereof or in any certificate furnished to the Mortgagee or any Note Holder in connection with Trust Agreement, the transactions contemplated by the Operative Agreements) Refunding Agreement, or, in the case of the Mortgagee (in its individual capacity)Indenture Trustee, from the inaccuracy of any representation or warranty warranty, or failure to perform any covenant, of the Mortgagee (Indenture Trustee made in its individual capacity) capacity herein, in the Participation Refunding Agreement or expressly made hereunderin any other document. Neither None of the Owner Participant, the Trust Company or the Indenture Trustee nor the Mortgagee shall be liable for any action or inaction of any other one of such parties, except, in the other or case of the Owner Participant, for any action or omission of the Owner Trustee performed or omitted on the instructions of the Owner Participant. The Owner Trustee shall not be deemed a trustee for the Note Holders for any purpose.

Acceptance of Trusts and Duties. The Mortgagee Owner Trustee accepts the duties trusts hereby created and applicable to it and agrees to perform the same its duties hereunder with respect to such trusts but only upon the terms of this Trust Indenture Agreement and the other Basic Documents. The Owner Trustee also agrees to receive and disburse all monies moneys actually received by it constituting part of the Trust Indenture Estate in accordance with Property upon the terms hereofof the Basic Documents and this Agreement. The Owner Trustee, in its individual capacity, and the Mortgagee, in its individual capacity, Trustee shall not be answerable or accountable in its individual capacity hereunder or under any other Basic Document under any circumstances, except (i) for their its own willful misconduct misconduct, bad faith or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the Mortgagee, as provided in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly made in its individual capacity undertaken by it in the Participation Agreement or in last sentence of Section 4.01(b6.4 hereof, (iv) or 6.03 hereof (or in for any certificate furnished to the Mortgagee or any Note Holder in connection with the transactions contemplated investments issued by the Operative Agreements) or, in the case of the Mortgagee (in its individual capacity), from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) in the Participation Agreement or expressly made hereunder. Neither the Owner Trustee nor or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Mortgagee Owner Trustee, and every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Owner Trustee shall be liable for any action or inaction subject to this Section. In particular, but not by way of limitation (and subject to the other or of exceptions set forth in the Owner Participant.preceding sentence):

Acceptance of Trusts and Duties. The Mortgagee Indenture Trustee accepts the duties hereby created and applicable to it and agrees to perform the same but only upon the terms of this Trust Indenture and agrees to receive and disburse all monies constituting part of the Trust Indenture Estate in accordance with the terms hereof. The Owner Trustee, in its individual capacity, and the MortgageeIndenture Trustee, in its individual capacity, shall not be answerable or accountable under any circumstances, except (i) for their own willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the MortgageeIndenture Trustee, as provided in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the inaccuracy of any representation or warranty of the Owner Trustee expressly made in its individual capacity in the Participation Agreement or in Section 4.01(b) or 6.03 hereof (or in any certificate furnished to the Mortgagee Indenture Trustee or any Note Holder in connection with the transactions contemplated by the Operative AgreementsDocuments) or, in the case of the Mortgagee Indenture Trustee (in its individual capacity), from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee (in its individual capacity) in the Participation Agreement or expressly made hereunder. Neither the Owner Trustee Trustee, the Owner Participant nor the Mortgagee Indenture Trustee shall be liable for any action or inaction of the other or other, except that the Owner Participant shall be liable for actions taken by the Owner Trustee in accordance with the instructions of the Owner Participant.

Acceptance of Trusts and Duties. The Mortgagee Indenture Trustee accepts the duties trusts hereby created and applicable to it and agrees to perform the same but only upon the terms of this Trust Indenture Indenture, and agrees to receive and disburse all monies moneys constituting part of the Trust Indenture Estate in accordance with the terms provisions hereof. If any Indenture Event of Default shall have occurred and be continuing, the Indenture Trustee shall, subject to the provisions of Section 4 and 5, exercise such of the rights and remedies vested in it by this Indenture and shall at all times use the same degree of care in their exercise as a prudent person would exercise or use in the circumstances in the conduct of its own affairs. The Owner Trustee, in its individual capacity, and the Mortgagee, in its individual capacity, Indenture Trustee shall not be answerable or accountable liable under any circumstances, except (ia) for their its own negligence or willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence)misconduct, (ii) in the case of the Mortgagee, as provided in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iiib) for liabilities that may result, in the case of the Owner Trustee, from the any inaccuracy of any representation or warranty contained in (x) Section 3.4 of the Owner Participation Agreement, (y) the certificate delivered by the Indenture Trustee expressly made in its individual capacity in at the Closing pursuant to Section 4.5 of the Participation Agreement or in (z) Section 4.01(b6.3(b), or (c) or 6.03 hereof (or in any certificate furnished to for the Mortgagee or any Note Holder in connection with the transactions contemplated by the Operative Agreements) or, in the case performance of its obligations under Section 9 of the Mortgagee (in its individual capacity), from Participation Agreement; and the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) in the Participation Agreement or expressly made hereunder. Neither the Owner Indenture Trustee nor the Mortgagee shall not be liable for any action or inaction of the other or of the Owner Participant.Trust; provided, however, that

Acceptance of Trusts and Duties. The Mortgagee Each of the Owner Trustee and the Delaware Trustee accepts the duties trust hereby created and applicable to it and agrees to perform the same its duties hereunder with respect to such trust but only upon the terms of this Trust Indenture Agreement. Each of the Owner Trustee and the Delaware Trustee also agrees to receive and disburse all monies moneys actually received by it constituting part of the Trust Indenture Estate in accordance with Assets upon the terms hereofof the Transaction Documents and this Agreement. The Neither the Owner Trustee, in its individual capacity, and Trustee nor the Mortgagee, in its individual capacity, Delaware Trustee shall not be answerable or accountable hereunder or under any other Transaction Document under any circumstances, except that the foregoing limitation shall not limit the liability, if any, that the Owner Trustee or the Delaware Trustee may have to the Equity Certificateholder (i) for their the Owner Trustee's or the Delaware Trustee's own willful misconduct or gross negligence (other than for the handling of fundsmisconduct, for which the standard of accountability shall be willful misconduct bad faith, or negligence), (ii) in the case of the Mortgagee, as provided in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or the Delaware Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly made undertaken by it in the last sentence of Section 6.04 hereof, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its individual capacity in commercial capacity, or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Participation Agreement Owner Trustee or in Section 4.01(b) or 6.03 hereof (or in any certificate furnished to the Mortgagee or any Note Holder Delaware Trustee in connection with any of the transactions contemplated by this Agreement or any other Transaction Document. In particular, but not by way of limitation (and subject to the Operative Agreements) or, exceptions set forth in the case of the Mortgagee (in its individual capacity), from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) in the Participation Agreement or expressly made hereunder. Neither the Owner Trustee nor the Mortgagee shall be liable for any action or inaction of the other or of the Owner Participant.preceding sentence):

Acceptance of Trusts and Duties. The Mortgagee accepts the duties hereby created and applicable to it and agrees to perform the same but only upon the terms of this Trust Indenture and agrees to receive and disburse all monies constituting part of the Trust Indenture Estate in accordance with the terms hereof. The Owner Trustee, in its individual capacity, and the Mortgagee, in its individual capacity, shall not be answerable or accountable under any circumstances, except (i) for their own willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the Mortgagee, as provided in the fourth third sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the inaccuracy of any representation or warranty of the Owner Trustee expressly made in its individual capacity in the Participation Agreement or in Section 4.01(b) or 6.03 hereof (or in any certificate furnished to the Mortgagee or any Note Holder in connection with the transactions contemplated by the Operative Agreements) or, in the case of the Mortgagee (in its individual capacity), from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) in the Participation Agreement or expressly made hereunder. Neither the Owner Trustee nor the Mortgagee shall be liable for any action or inaction of the other or of the Owner Participant.

Acceptance of Trusts and Duties. The Mortgagee First Security accepts the duties trusts hereby created and applicable to it and agrees to perform the same as Owner Trustee but only upon the terms of this hereof and the Trust Indenture and applicable to it. Owner Trustee also agrees to receive and disburse all monies received by it constituting part of the Trust Indenture Estate in accordance with pursuant to the terms hereof. The Owner Trustee, in its individual capacity, and the Mortgagee, in its individual capacity, First Security shall not be answerable or accountable under any circumstances, except for (ia) for their its own willful misconduct or gross negligence (other than for the handling including, without limitation, in connection with any activities of funds, for which the standard Owner Trustee in violation of accountability shall be willful misconduct or negligenceSection 5.4.2), (iib) its failure (in its individual capacity) to perform its obligations under Section 5.4.1, (c) its or Owner Trustee's failure to use ordinary care to receive or disburse funds or to comply with the case of the Mortgagee, as provided in the fourth first sentence of Section 2.04(a6.8, (d) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, result from the inaccuracy of any representation or breach of warranty of the Owner Trustee expressly made it in its individual capacity (or from the failure by it in its individual capacity to perform any covenant) in this Trust Agreement, the Trust Indenture, the Lease or the Participation Agreement or in Section 4.01(b) or 6.03 hereof (or elsewhere in any certificate furnished to of the Mortgagee other Operative Agreements, (e) taxes, fees or other charges on, based on or measured by any Note Holder fees, commissions or compensation received by First Security in connection with the transactions contemplated by this Trust Agreement and the other Operative Agreements) or, in the case of the Mortgagee Agreements to which it (in its individual capacitycapacity or as Owner Trustee) is a party, (f) its or Owner Trustee's failure to use ordinary care in receiving or disbursing funds or in connection with its obligation to invest funds pursuant to Section 4 of the Participation Agreement, Section 4.4 of the Lease or Section 4.3 hereof, (g) any liability on the part of Owner Trustee arising out of its negligence or willful or negligent misconduct in connection with its obligations under Section 5.1 (other than the first sentence thereof), from the inaccuracy of any representation 6.8 or warranty of the Mortgagee (in its individual capacity) in the Participation Agreement 9.2 hereof or expressly made hereunder. Neither the Owner Trustee nor the Mortgagee shall be liable for any action or inaction of the other or of the Owner Participant.Section 4.01

Acceptance of Trusts and Duties. The Mortgagee Each Owner Trustee accepts the duties ------------------------------- trusts hereby created and applicable to it and agrees to perform the same but only upon on the terms of this Trust Indenture and Agreement. Each Owner Trustee also agrees to receive and disburse all monies moneys actually received by it constituting part of the Trust Indenture Estate in accordance with pursuant to the terms hereofof this Trust Agreement. The Owner Trustee, Neither the Trust Company nor the Resident Trustee in its their respective individual capacity, and the Mortgagee, in its individual capacitycapacities, shall not be answerable or accountable under any circumstancescircumstances except, except and in the case of such exceptions shall not be entitled to indemnity hereunder, (i) for their such Person's own willful misconduct (including, without limitation, willful breach of contract) or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the Mortgageeinaccuracy of any of such Person's representations or warranties contained in Section 7.4 hereof or in Section 8 of the Participation Agreement or in any written certificate delivered pursuant to any Operative Document or U.K. Document given expressly in such Person's individual capacity and not in its capacity as a trustee hereunder, (iii) as provided arising from such Person's failure to perform obligations expressly undertaken by such Person in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof6.4 hereof or expressly undertaken by such Person in Section 12.2 of the Participation Agreement, and (iiiiv) for liabilities that may resultany Tax based on or measured by any fees, in the case of the Owner Trustee, from the inaccuracy of any representation commissions or warranty of the compensation received by such Person for acting as Owner Trustee expressly made in its individual capacity in the Participation Agreement or in Section 4.01(b) or 6.03 hereof (or in any certificate furnished to the Mortgagee or any Note Holder in connection with any of the transactions contemplated by the Operative AgreementsDocuments or the U.K. Documents, or (v) or, for such Person's failure to use ordinary care in the case receipt and disbursement of the Mortgagee (in its individual capacity), from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) in the Participation Agreement or expressly made hereunder. Neither the Owner Trustee nor the Mortgagee shall be liable for any action or inaction of the other or of the Owner Participantfunds.

Acceptance of Trusts and Duties. The Mortgagee accepts the duties hereby created and applicable to it and agrees to perform the same but only upon the terms of this Trust Indenture and agrees to receive and disburse all monies constituting part of the Trust Indenture Estate in accordance with the terms hereof. The Owner Trustee, in its individual capacity, and the Mortgagee, in its individual capacity, shall not be answerable or accountable under any circumstances, except (i) for their own willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the TABLE OF CONTENTS Mortgagee, as provided in the fourth third sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the inaccuracy of any representation or warranty of the Owner Trustee expressly made in its individual capacity in the Participation Agreement or in Section 4.01(b) or 6.03 hereof (or in any certificate furnished to the Mortgagee or any Note Holder in connection with the transactions contemplated by the Operative Agreements) or, in the case of the Mortgagee (in its individual capacity), from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) in the Participation Agreement or expressly made hereunder. Neither the Owner Trustee nor the Mortgagee shall be liable for any action or inaction of the other or of the Owner Participant.

Acceptance of Trusts and Duties. The Mortgagee Indenture Trustee accepts the duties hereby created and applicable to it and agrees to perform the same but only upon the terms of this Trust Indenture and agrees to receive and disburse all monies constituting part of the Trust Indenture Estate in accordance with the terms hereof. The Owner Trustee, in its individual capacity, and the MortgageeIndenture Trustee, in its individual capacity, shall not be answerable or accountable under any circumstances, except (i) for their own willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the MortgageeIndenture Trustee, as provided in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the inaccuracy of any representation or warranty of the Owner Trustee expressly made in its individual capacity in the Participation Agreement or in Section 4.01(b) or 6.03 hereof (or in any certificate furnished to the Mortgagee Indenture Trustee or any Note Certificate Holder in connection with the transactions contemplated by the Operative AgreementsDocuments) or, in the case of the Mortgagee 50 Indenture Trustee (in its individual capacity), from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee (in its individual capacity) in the Participation Agreement or expressly made hereunder. Neither the Owner Trustee nor the Mortgagee Indenture Trustee shall be liable for any action or inaction of the other or of the Owner Participant.

Acceptance of Trusts and Duties. The Mortgagee Indenture Trustee in its individual capacity accepts the duties trust hereby created and applicable to it and agrees to perform the same but only upon the terms of this Trust Indenture. The Indenture Trustee agrees for the benefit of the Note Holders, the Owner Trustee and agrees the Owner Participant to receive and disburse all monies moneys constituting part of the Trust Indenture Estate in accordance with the terms hereof. The Owner Trustee, ; and neither the Trust Company nor the Indenture Trustee in its individual capacity, and the Mortgagee, in its individual capacity, capacity shall not be answerable or accountable under any circumstances, except (i) for their its own willful misconduct or Trust Indenture gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the Mortgagee, or as provided in the fourth sentence of Section 2.04(a) hereof and in the last sentence of Section 5.04 hereof, and (iii) except for liabilities that may result, in the case of the Owner TrusteeTrust Company, from the inaccuracy of any representation or warranty of the Owner Trustee expressly made in its individual capacity Trust Company in the Participation Refunding Agreement or in the Trust Agreement or in Section 4.01(b) or 6.03 hereof (or the failure to perform any covenant of the Trust Company pursuant to Section 4.01(a) hereof or in any certificate furnished to the Mortgagee or any Note Holder in connection with Trust Agreement, the transactions contemplated by the Operative Agreements) Refunding Agreement, or, in the case of the Mortgagee (in its individual capacity)Indenture Trustee, from the inaccuracy of any representation or warranty warranty, or failure to perform any covenant, of the Mortgagee (Indenture Trustee made in its individual capacity) capacity herein, in the Participation Refunding Agreement or expressly made hereunderin any other document. Neither None of the Owner Participant, the Trust Company or the Indenture Trustee nor the Mortgagee shall be liable for any action or inaction of any other one of such parties, except, in the other or case of the Owner Participant, for any action or omission of the Owner Trustee performed or omitted on the instructions of the Owner Participant. The Owner Trustee shall not be deemed a trustee for the Note Holders for any purpose.

Acceptance of Trusts and Duties. The Mortgagee Indenture Trustee in its individual capacity accepts the duties trust hereby created and applicable to it and agrees to perform the same but only upon the terms of this Trust Indenture. The Indenture Trustee agrees for the benefit of the Note Holders, the Owner Trustee and agrees the Owner Participant to receive and disburse all monies moneys constituting part of the Trust Indenture Estate in accordance with the terms hereof. The Owner Trustee, ; and neither the Trust Company nor the Indenture Trustee in its individual capacity, and the Mortgagee, in its individual capacity, capacity shall not be answerable or accountable under any circumstances, except (i) for their its own willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the Mortgagee, or as provided in the fourth sentence of Section 2.04(a) hereof and in the last sentence of Section 5.04 hereof, and (iii) except for liabilities that may result, in the case of the Owner TrusteeTrust Company, from the inaccuracy of any representation or warranty of the Owner Trustee expressly made in its individual capacity Trust Company in the Participation Refunding Agreement or in the Trust Agreement or in Section 4.01(b) or 6.03 hereof (or the failure to perform any covenant of the Trust Company pursuant to Section 4.01(a) hereof or in any certificate furnished to the Mortgagee or any Note Holder in connection with Trust Agreement, the transactions contemplated by the Operative Agreements) Refunding Agreement, or, in the case of the Mortgagee (in its individual capacity)Indenture Trustee, from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) in the Participation Agreement warranty, or expressly made hereunder. Neither the Owner Trustee nor the Mortgagee shall be liable for failure to perform any action or inaction of the other or of the Owner Participant.covenant,

Acceptance of Trusts and Duties. The Mortgagee Trust Company accepts the duties ------------------------------- trusts hereby created and applicable to it and agrees to perform the same but only upon on the terms of this Trust Indenture and Agreement. Trust Company also agrees to receive and disburse all monies moneys actually received by it constituting part of the Trust Indenture Estate in accordance with pursuant to the terms hereofof this Trust Agreement. The Owner Trustee, in its individual capacity, and the Mortgagee, in its individual capacity, Trust Company shall not be answerable or accountable under any circumstances, circumstances except (i) for their its own willful misconduct or gross negligence (other than for the handling of fundsincluding, for which the standard of accountability shall be willful misconduct or negligence)without limitation, (ii) in the case connection with any activities of the Mortgagee, as provided Owner Trustee in the fourth sentence violation of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result4.5), in the case of the Owner Trustee, from the breach or inaccuracy of any representation of its representations or warranty of the Owner Trustee warranties contained in any Operative Agreement given expressly made in its individual capacity and not in its capacity as a trustee hereunder, as arising from its failure to perform obligations expressly undertaken by it in the penultimate and last sentence of Section 4.4 hereof or expressly undertaken by it in its individual capacity under the Participation Agreement Agreement, for any Taxes based on or in Section 4.01(b) measured by any fees, commissions or 6.03 hereof (or in any certificate furnished to the Mortgagee or any Note Holder compensation received by it for acting as Owner Trustee in connection with any of the transactions contemplated by the Operative Agreements) or, Agreements or for its failure to disburse or invest funds actually received by it in accordance with the case terms hereof or the Lease or for any negligence or willful misconduct of the Mortgagee (in its individual capacity), from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) in the Participation Agreement or expressly made hereunder. Neither the Owner Trustee nor the Mortgagee shall be liable for any action arising out of its obligations under Sections 4.1 or inaction of the other or of the Owner Participant4.4.

Acceptance of Trusts and Duties. The Mortgagee accepts the duties hereby created and applicable to it and agrees to perform the same but only upon the terms of this Trust Indenture and agrees to receive and disburse all monies constituting part of the Trust Indenture Estate in accordance with the terms hereof. The Owner Trustee, in its individual capacity, and the Mortgagee, in its individual capacity, shall not be answerable or accountable under any circumstances, except (i) for their own willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the Mortgagee, as provided in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the inaccuracy of any representation or warranty of the Owner Trustee expressly made in its individual capacity in the Participation Agreement or in Section 4.01(b) or 6.03 hereof (or in any certificate furnished to the Mortgagee or any Note Holder in connection with the transactions contemplated by the Operative Agreements) or, in the case of the Mortgagee (in its individual capacity)Mortgagee, from the inaccuracy of any representation or warranty of the Mortgagee (expressly made in its individual capacity) in the Participation Partici- pation Agreement or expressly made hereunder. Neither the Owner Trustee nor the Mortgagee shall be liable for any action or inaction of the other or of the Owner Participant.

Acceptance of Trusts and Duties. The Mortgagee Each of the Collateral Agent and the Indenture Trustee accepts the duties hereby created and applicable to it and agrees to perform the same but only upon the terms of this Trust Indenture and agrees to receive and disburse all monies received by it constituting part of the Trust Indenture Estate Assets in accordance with the terms hereofhereof and of the Pooling Agreement. The Owner Collateral Agent and the Indenture Trustee, in its their individual capacity, and the Mortgagee, in its individual capacitycapacities, shall not be answerable or accountable under any circumstances, except (ia) for their own willful misconduct or gross negligence negligence, (other than for the b) their failure to use ordinary care in receiving, handling of or disbursing funds, for which the standard of accountability shall be willful misconduct or negligence), (iic) in the case of the MortgageeIndenture Trustee, as provided in the fourth sentence of Section 2.04(a) 2.3 hereof and or the last sentence of Section 5.04 5.4 hereof, and (iiid) for liabilities that may result, in the case of the Owner Indenture Trustee, from the inaccuracy of any representation or warranty of the Owner Indenture Trustee expressly made in its individual capacity herein or in the Participation Agreement or in Section 4.01(b) or 6.03 hereof (or in any certificate furnished to the Mortgagee or any Note Holder in connection with the transactions contemplated by the Operative Agreements) or, in the case of the Mortgagee (in its individual capacity), from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) in the Participation Agreement or expressly made hereunderPooling Agreement. Neither the Owner Trustee Collateral Agent nor the Mortgagee Indenture Trustee shall be liable for any error of judgment made in good faith by a Responsible Officer of the Collateral Agent or the Indenture Trustee, as the case may be, unless it is proved that the Collateral Agent or the Indenture Trustee, as the case may be, was negligent in ascertaining the pertinent facts. None of the Seller, the Collateral Agent or the Indenture Trustee shall be liable for any action or inaction of any other. The Indenture Trustee shall not be liable for any lawful action taken at the other or direction of a Majority in Interest of the Owner Participantholders of the Class A Notes and otherwise in accordance herewith.

Acceptance of Trusts and Duties. The Mortgagee Loan Trustee accepts the duties hereby created and applicable to it and agrees to perform the same but only upon the terms of this Trust Indenture and agrees to receive and disburse all monies constituting part of the Trust Indenture Estate Collateral in accordance with the terms hereof. The Owner Trustee, in its individual capacity, and the MortgageeLoan Trustee, in its individual capacity, shall not be answerable or accountable under any circumstances, except (i) for their own willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the MortgageeLoan Trustee, as provided in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the inaccuracy of any representation or warranty of the Owner Trustee expressly made in its individual capacity in the Participation Agreement or in Section 4.01(b) or 6.03 hereof (or in any certificate furnished to the Mortgagee Loan Trustee or any Note Holder in connection with the transactions contemplated by the Operative Agreements) or, in the case of the Mortgagee Loan Trustee (in its individual capacity), from the inaccuracy of any representation or warranty of the Mortgagee Loan Trustee (in its individual capacity) in the Participation Agreement or expressly made hereunder. Neither the Owner Trustee nor the Mortgagee Loan Trustee shall be liable for any action or inaction of the other or of the Owner Participant.

Acceptance of Trusts and Duties. The Mortgagee accepts the duties hereby created and applicable to it and agrees to perform the same but only upon the terms of this Trust Indenture and agrees to receive and disburse all monies constituting part of the Trust Indenture Estate in accordance with the terms hereof. The Owner Trustee, in its individual capacity, and the Mortgagee, in its individual capacity, shall not be answerable or accountable under any circumstances, except (i) for their own willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the Mortgagee, as provided in the fourth sentence of Section 2.04(a) hereof and -52- the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the inaccuracy of any representation or warranty of the Owner Trustee expressly made in its individual capacity in the Participation Agreement or in Section 4.01(b) or 6.03 hereof (or in any certificate furnished to the Mortgagee or any Note Holder in connection with the transactions contemplated by the Operative Agreements) or, in the case of the Mortgagee (in its individual capacity)Mortgagee, from the inaccuracy of any representation or warranty of the Mortgagee (expressly made in its individual capacity) in the Participation Agreement or expressly made hereunder. Neither the Owner Trustee nor the Mortgagee shall be liable for any action or inaction of the other or of the Owner Participant.

Acceptance of Trusts and Duties. The Mortgagee SSBTC accepts the duties trusts hereby created and applicable to it and agrees to perform the same as Owner Trustee but only upon pursuant to the terms of this Trust Indenture Agreement and the terms of the other Trustee Documents applicable to it. The Owner Trustee also agrees to receive all monies, and to disburse all monies actually received by it, constituting part of the Trust Indenture Estate in accordance with pursuant to the terms hereofof this Trust Agreement. The Owner Trustee, in its individual capacity, and the Mortgagee, in its individual capacity, SSBTC shall not be answerable or accountable under any circumstances, except (ia) for their its own willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the Mortgagee, as provided in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iiib) for liabilities that may result, in the case of the Owner Trustee, from the inaccuracy of any representation or breach of any warranty of the Owner Trustee expressly or covenant, made in its individual capacity in the Participation Agreement or in Section 4.01(b) or 6.03 hereof (or capacity, set forth in any certificate furnished Trustee Document, (c) as arising from the failure by SSBTC to perform its obligations under the Mortgagee penultimate and the last sentences of Section 6.4 hereof, (d) for taxes, fees or other charges on, based on, or measured by, any Note Holder fees, commissions or compensation received by SSBTC in connection with the transactions contemplated by the Operative Agreementsany Trustee Document, or (e) or, for any failure to use ordinary care in the case receiving or disbursing funds or in connection with its obligation to invest funds pursuant to Section 22 of the Mortgagee (in its individual capacity)Lease, from the inaccuracy or Section 3.2 of any representation this Trust Agreement. Unless otherwise expressly provided herein or warranty of the Mortgagee (in its individual capacity) in the Participation Agreement or expressly made hereunder. Neither the Trust Indenture, SSBTC shall have no obligation to advance its individual funds for any purpose, and the Owner Trustee nor shall have no obligation to distribute to the Mortgagee shall Participants, Lessee or any third party any amounts to be liable for any action or inaction of the other or of paid to the Owner ParticipantTrustee until such amounts are collected by the Owner Trustee.

Acceptance of Trusts and Duties. The Mortgagee Owner Trustee accepts the duties trusts hereby created and applicable to it and agrees to perform the same its duties hereunder with respect to such trusts but only upon the terms of this Trust Indenture and Agreement. The Owner Trustee also agrees to receive and disburse all monies moneys actually received by it constituting part of the Trust Indenture Estate in accordance with Property upon the terms hereofof this Agreement. The Owner Trustee, in its individual capacity, and the Mortgagee, in its individual capacity, Trustee shall not be answerable or accountable in its individual capacity hereunder or under any Basic Document under any circumstances, except (i) for their its own willful misconduct misconduct, bad faith or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the Mortgagee, as provided in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly made in its individual capacity undertaken by it in the Participation Agreement or in last sentence of Section 4.01(b6.4 hereof, (iv) or 6.03 hereof (or in for any certificate furnished to the Mortgagee or any Note Holder in connection with the transactions contemplated profits on investments issued by the Operative Agreements) or, in the case of the Mortgagee (in its individual capacity), from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) in the Participation Agreement or expressly made hereunder. Neither the Owner Trustee nor or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Mortgagee Owner Trustee, and every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Owner Trustee shall be liable for any action or inaction subject to this Section. In particular, but not by way of limitation (and subject to the other or of exceptions set forth in the Owner Participant.preceding sentence):

Acceptance of Trusts and Duties. The Mortgagee Indenture Trustee accepts the duties trusts hereby created and applicable to it and agrees to perform the same but only upon the terms of this Trust Indenture Indenture, and agrees to receive and disburse all monies moneys constituting part of the Trust Indenture Estate in accordance with the terms provisions hereof. If any Indenture Event of Default shall have occurred and be continuing, the Indenture Trustee shall, subject to the provisions of Articles IV and V hereof, exercise such of the rights and remedies vested in it by this Indenture and shall at all times use the same degree of care in their exercise as a prudent person would exercise or use in the circumstances in the conduct of its own affairs. The Owner Trustee, in its individual capacity, and the Mortgagee, in its individual capacity, Indenture Trustee shall not be answerable or accountable liable under any circumstances, except (ia) for their its own negligence or willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence)misconduct, (iib) in the case of the Mortgagee, as provided in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the any inaccuracy of any representation or warranty of the Owner Indenture Trustee expressly made or the Indenture Company contained in its individual capacity in Section 3.4 of the Participation Agreement or in Section 4.01(b) or 6.03 hereof (or in any certificate furnished to the Mortgagee or any Note Holder in connection with the transactions contemplated by the Operative Agreements) orAgreement, in the case certificate delivered by the Indenture Trustee at the Closing pursuant to Section 4.18 of the Mortgagee Participation Agreement, or (in c) for the performance of its individual capacity), from the inaccuracy of any representation or warranty obligations under Section 8 of the Mortgagee (in its individual capacity) in Participation Agreement; and the Participation Agreement or expressly made hereunder. Neither Indenture Company and the Owner Indenture Trustee nor the Mortgagee shall not be liable for any action or inaction of the other or of the Owner Participant.Trust; provided, however, that:

Acceptance of Trusts and Duties. The Mortgagee Indenture Trustee in its individual capacity accepts the duties trust hereby created and applicable to it and agrees to perform the same but only upon the terms of this Trust Indenture. The Indenture Trustee agrees for the benefit of the Note Holders, the Owner Trustee and agrees the Owner Participant to receive and disburse all monies moneys constituting part of the Trust Indenture Estate in accordance with the terms hereof. The Owner Trustee, ; and neither the Trust Company nor the Indenture Trustee in its individual capacity, and the Mortgagee, in its individual capacity, capacity shall not be answerable or accountable under any circumstances, except (i) for their its own willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the Mortgagee, or as provided in the fourth sentence of Section 2.04(a) hereof and in the last sentence of Section 5.04 hereof, and (iii) except for liabilities that may result, in the case of the Owner TrusteeTrust Company, from the inaccuracy of any representation or warranty of the Owner Trustee expressly made in its individual capacity Trust Company in the Participation Refunding Agreement or in the Trust Agreement or in Section 4.01(b) or 6.03 hereof (or the failure to perform any covenant of the Trust Company pursuant to Section 4.01(a) hereof or in any certificate furnished to the Mortgagee or any Note Holder in connection with Trust Agreement, the transactions contemplated by the Operative Agreements) Refunding Agreement, or, in the case of the Mortgagee (in its individual capacity)Indenture Trustee, from the inaccuracy of any representation or warranty warranty, or failure to perform any covenant, of the Mortgagee (Indenture Trustee made in its individual capacity) capacity herein, in the Participation Refunding Agreement or expressly made hereunderin any other document. Neither None of the Owner Participant, the Trust Company or the Indenture Trustee nor the Mortgagee shall be liable for any action or inaction of any other one of such parties, except, in the other or case of the Owner Participant, for any action or omission of the Owner Trustee performed or omitted on the instructions of the Owner Participant. The Owner Trustee shall not be deemed a trustee for the Note Holders for any purpose.

Acceptance of Trusts and Duties. The Mortgagee Indenture Trustee in its individual capacity accepts the duties trust hereby created and applicable to it and agrees to perform the same but only upon the terms of this Indenture. The Indenture Trustee agrees for the benefit of the Note Holders, the Owner Trustee and the Owner Trust Indenture and agrees Participant to receive and disburse all monies moneys constituting part of the Trust Indenture Estate in accordance with the terms hereof. The Owner Trustee, in its individual capacity, ; and neither the Mortgagee, in its individual capacity, Trust Company nor the Indenture Trustee shall not be answerable or accountable under any circumstances, except (i) for their own willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the Mortgagee, or as provided in the fourth sentence of Section 2.04(a) hereof and in the last sentence of Section 5.04 hereof, and (iii) except for liabilities that may result, in the case of the Owner TrusteeTrust Company, from the inaccuracy of any representation or warranty of the Owner Trustee expressly made in its individual capacity Trust Company in the Participation Refunding Agreement or in the Trust Agreement or in Section 4.01(b) or 6.03 hereof (or the failure to perform any covenant of the Trust Company pursuant to Section 4.01(a) hereof or in any certificate furnished to the Mortgagee or any Note Holder in connection with Trust Agreement, the transactions contemplated by the Operative Agreements) Refunding Agreement, or, in the case of the Mortgagee (in its individual capacity)Indenture Trustee, from the inaccuracy of any representation or warranty warranty, or failure to perform any covenant, of the Mortgagee (Indenture Trustee made in its individual capacity) capacity herein, in the Participation Refunding Agreement or expressly made hereunderin any other document. Neither None of the Owner Participant, the Trust Company or the Indenture Trustee nor the Mortgagee shall be liable for any action or inaction of any other one of such parties, except, in the other or case of the Owner Participant, for any action or omission of the Owner Trustee performed or omitted on the instructions of the Owner Participant. The Owner Trustee shall not be deemed a trustee for the Note Holders for any purpose.

Acceptance of Trusts and Duties. The Mortgagee Indenture Trustee in its individual capacity accepts the duties trust hereby created and applicable to it and agrees to perform the same but only upon the terms of this Trust Indenture. The Indenture Trustee agrees for the benefit of the Note Holders, the Owner Trustee and agrees the Owner Participant to receive and disburse all monies moneys constituting part of the Trust Indenture Estate in accordance with the terms hereof. The Owner Trustee, ; and neither the Trust Company nor the Indenture Trustee in its individual capacity, and the Mortgagee, in its individual capacity, capacity shall not be answerable or accountable under any circumstances, except (i) for their its own willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the Mortgagee, or as provided in the fourth sentence of Section 2.04(a) hereof and in the last sentence of Section 5.04 hereof, and (iii) except for liabilities that may result, in the case of the Owner TrusteeTrust Company, from the inaccuracy of any representation or warranty of the Owner Trustee expressly made in its individual capacity Trust Company in the Participation Refunding Agreement or in the Trust Agreement or in Section 4.01(b) or 6.03 hereof (or the failure to perform any covenant of the Trust Company pursuant to Section 4.01(a) hereof or in any certificate furnished to the Mortgagee or any Note Holder in connection with Trust Agreement, the transactions contemplated by the Operative Agreements) Refunding Agreement, or, in the case of the Mortgagee (in its individual capacity)Indenture Trustee, from the inaccuracy of any representation or warranty warranty, or failure to perform any covenant, of the Mortgagee (Indenture Trustee made in its individual capacity) capacity herein, in the Participation Refunding Agreement or expressly made hereunderin any other document. Neither None of the Owner Participant, the Trust Company or the Indenture Trustee nor the Mortgagee shall be liable for any action or inaction of any other one of such parties, except, in the other or case of the Owner Participant, for any action or omission of the Owner Trustee performed or omitted Trust Indenture 79 - 74 - on the instructions of the Owner Participant. The Owner Trustee shall not be deemed a trustee for the Note Holders for any purpose.

Acceptance of Trusts and Duties. The Mortgagee accepts the duties hereby created and applicable to it and it, agrees to perform the same them (but only upon the terms of this Trust Indenture Mortgage), and agrees to receive and disburse all monies funds constituting part of the Trust Indenture Estate Collateral in accordance with the terms hereof. The Owner Trustee, in its individual capacity, and the Mortgagee, in its individual capacity, Neither SSB nor FSB shall not be answerable or accountable under any circumstances, except (ia) for their its own willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (iib) in the case of the MortgageeSSB, as provided in the fourth sentence of Section (S) 2.04(a) hereof and the last sentence of Section 5.04 hereof(S) 5.04, and (iiic) for liabilities that may result, in the case of the Owner TrusteeFSB, from the inaccuracy of any representation or warranty of the Owner Trustee expressly made in its individual capacity in the Participation Agreement or in Section (S) 4.01(b) or (S) 6.03 hereof (or in any certificate furnished to the Mortgagee or any Note Holder in connection with the transactions contemplated by the Operative AgreementsTransactions) or, in the case of the Mortgagee (in its individual capacity)SSB, from the inaccuracy of any representation or warranty of the Mortgagee (made in its individual capacity) capacity in the Participation Agreement or expressly made hereunder. Neither the Owner Trustee or FSB, on the one hand, nor Mortgagee or SSB, on the Mortgagee other, shall be liable for any action or inaction of the other trustee or the other institution acting as trustee or of the Owner Participant.

Acceptance of Trusts and Duties. The Mortgagee Indenture Trustee in its individual capacity accepts the duties trust hereby created and applicable to it and agrees to perform the same but only upon the terms of this Trust Indenture. The Indenture Trustee agrees for the benefit of the Note Holders, the Owner Trustee and agrees the Owner Participant to receive and disburse all monies moneys constituting part of the Trust Indenture Estate in accordance with the terms hereof. The Owner Trustee, ; and neither the Trust Company nor the Indenture Trustee in its individual capacity, and the Mortgagee, in its individual capacity, capacity shall not be answerable or accountable under any circumstances, except (i) for their its own willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the Mortgagee, or as provided in the fourth sentence of Section 2.04(a) hereof and in the last sentence of Section 5.04 hereof, and (iii) except for liabilities that may result, in the case of the Owner TrusteeTrust Company, Trust Indenture from the inaccuracy of any representation or warranty of the Owner Trustee expressly made in its individual capacity Trust Company in the Participation Refunding Agreement or in the Trust Agreement or in Section 4.01(b) or 6.03 hereof (or the failure to perform any covenant of the Trust Company pursuant to Section 4.01(a) hereof or in any certificate furnished to the Mortgagee or any Note Holder in connection with Trust Agreement, the transactions contemplated by the Operative Agreements) Refunding Agreement, or, in the case of the Mortgagee (in its individual capacity)Indenture Trustee, from the inaccuracy of any representation or warranty warranty, or failure to perform any covenant, of the Mortgagee (Indenture Trustee made in its individual capacity) capacity herein, in the Participation Refunding Agreement or expressly made hereunderin any other document. Neither None of the Owner Participant, the Trust Company or the Indenture Trustee nor the Mortgagee shall be liable for any action or inaction of any other one of such parties, except, in the other or case of the Owner Participant, for any action or omission of the Owner Trustee performed or omitted on the instructions of the Owner Participant. The Owner Trustee shall not be deemed a trustee for the Note Holders for any purpose.