Common use of Certain Duties and Responsibilities Clause in Contracts

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionArticle. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its own negligent actionnegligence, its own negligent failure bad faith or willful misconduct with respect to act, acts or its own willful misconductomissions. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating thereto to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

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

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit or them. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an the Issuer Trustee Trustees from liability for his or its own negligent action, his or its own negligent failure to act, or his or its own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s 's or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace his or such other duties and liabilities of the Issuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its his or her own negligent action, its his or her own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor Sponsor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s 's or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit or them. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an the Issuer Trustee Trustees from liability for his or its own negligent action, his or its own negligent failure to act, or his or its own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s 's or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its his or her own negligent action, its his or her own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

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

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit or them. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for his or its own negligent action, his or its own negligent failure to act, or his or its own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s 's or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace his or such other duties and liabilities of the Issuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit or them. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its his or her own gross negligent action, its his or her own gross negligent failure to act, or its his or her own willful wilful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionArticle. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its own negligent actionnegligence, its own negligent failure bad faith or willful misconduct with respect to act, acts or its own willful misconductomissions. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating thereto to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s 's or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement andAgreement, in the case of the Property Trustee, by the Trust Indenture Actsubject to Section 10.10 hereof. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have 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 herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator Administrative Trustee or an Issuer the Delaware Trustee from liability for its his or her own negligent action, its own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, an Issuer Administrative Trustee or Administrator the Delaware Trustee has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Administrative Trustee or Administrator the Delaware Trustee shall not be liable to the Issuer Trust or to any Holder for such Issuer Administrative Trustee’s or AdministratorDelaware Trustee’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Administrative Trustees and Administrators or the Delaware Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Administrative Trustees and Administratorsor the Delaware Trustee.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s 's or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement andAgreement, in the case of the Property Trustee, by the Trust Indenture Actsubject to Section 10.10 hereof. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have 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 herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator Administrative Trustee or an Issuer the Delaware Trustee from liability for its his or her own negligent action, its own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, an Issuer Administrative Trustee or Administrator the Delaware Trustee has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Administrative Trustee or Administrator the Delaware Trustee shall not be liable to the Issuer Trust or to any Holder for such Issuer Administrative Trustee’s or AdministratorDelaware Trustee’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Issuer Administrative Trustees and Administrators or the Delaware Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Administrative Trustees and Administratorsor the Delaware Trustee.

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

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

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Declaration of Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act; provided, however, that the Property Trustee shall not be subject to the provisions of the Trust Indenture Act until such time as this Declaration of Trust becomes qualified under the Trust Indenture Act. Notwithstanding the foregoing, no provision provisions of this Declaration of Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not herein expressly so provided, every provision of this Declaration of Trust Agreement relating to the conduct or affecting the liability of of, or affording protection to to, the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionArticle. Nothing in this Declaration of Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its his own grossly negligent action, its his own grossly negligent failure to act, or its his own willful misconduct. To the extent that, at law or in equity, an Issuer Administrative Trustee or Administrator has duties (including fiduciary duties) and liabilities relating to the Issuer Trust or to the HoldersSecurityholders, such Issuer Administrative Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder Securityholder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust AgreementDeclaration of Trust. The provisions of this Trust AgreementDeclaration of Trust, to the extent that they restrict the duties and liabilities of the Issuer Administrative Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders Securityholders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsAdministrative Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its his or her own negligent action, its his or her own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, an Issuer Administrative Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the HoldersSecurityholders, such Issuer Administrative Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder Securityholder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Administrative Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders Securityholders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsAdministrative Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act; provided, however, that the Property Trustee shall not be subject to the provisions of the Trust Indenture Act until such time as this Trust Agreement becomes qualified under the Trust Indenture Act upon the effectiveness of a registration statement pursuant to the Registration Agreement. Notwithstanding the foregoing, no provision provisions of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionArticle. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its his own grossly negligent action, its his own grossly negligent failure to act, or its his own willful misconduct. To the extent that, at law or in equity, an Issuer Administrative Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the HoldersSecurityholders, such Issuer Administrative Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder Securityholder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Administrative Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders Securityholders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsAdministrative Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by subject to the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit or them. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its such Administrative Trustee's own negligent action, its own such Administrative Trustee's gross negligent failure to act, or its such Administrative Trustee's own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement andAgreement, in the case of the Property Trustee, by the Trust Indenture Actsubject to Section 10.10 hereof. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have 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 herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its his or her own negligent action, its own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, an Issuer Administrative Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Administrative Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Administrative Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Administrative Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsAdministrative Trustees.

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

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Actsubject to Section 10.10 hereof. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its his or her own negligent action, its his or her own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

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

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for its act or omissions hereunder except as a result of its own gross negligence or willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture Act. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconductSection 8.1. To the extent that, at law or in equity, an Issuer the Delaware Trustee or Administrator an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the HoldersSecurityholders, such Issuer the Delaware Trustee or Administrator such Administrative Trustee shall not be liable to the Issuer Trust or to any Holder Securityholder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Delaware Trustee or the Administrative Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders Securityholders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsDelaware Trustee or the Administrative Trustees, as the case may be.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit or them. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an the Issuer Trustee Trustees from liability for his or its own negligent action, his or its own negligent failure to act, or his or its own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and Administrators.

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

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

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionArticle. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its own negligent actionnegligence, its own negligent failure bad faith or willful misconduct with respect to act, acts or its own willful misconductomissions. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating thereto to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionArticle. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its own gross negligent action, its own gross negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating thereto to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for such Trustee's acts or omissions hereunder except as a result of such Trustee's own gross negligence or willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture Act. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, an Issuer the Delaware Trustee or Administrator an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the HoldersSecurity holders, such Issuer the Delaware Trustee or Administrator such Administrative Trustee shall not be liable to the Issuer Trust or to any Holder Securityholder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Delaware Trustee or the Administrative Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders Security holders to replace such other duties and liabilities of the Issuer Trustees Delaware Trustee and Administratorsthe Administrative Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by subject to the Trust Indenture ActAct and no implied covenants or obligations shall be read into this Trust Agreement against the Property Trustee. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itthem. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer a Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, an Issuer a Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the HoldersSecurityholders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder Securityholder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders Securityholders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

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

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

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

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have 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 herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its such Person's own negligent action, its such Person's own negligent failure to act, or its such Person's own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

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

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for its act or omissions hereunder except as a result of its own gross negligence or willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture Act. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconductSection 8.1. To the extent that, at law or in equity, an Issuer the Delaware Trustee or Administrator an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the HoldersSecurityholders, such Issuer the Delaware Trustee or Administrator such Administrative Trustee shall not be liable to the Issuer Trust or to any Holder Securityholder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Delaware Trustee or the Administrative Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders Securityholders to replace such other duties and liabilities of the Issuer Trustees Delaware Trustee and Administratorsthe Administrative Trustees, as the case may be.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by subject to the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator Issuer Trustee or an Issuer Trustee Administrator from liability for its own gross negligent action, its own gross negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, an Administrator or Issuer Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the Holders, such Administrator or the Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s its good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrators or Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Administrators and Issuer Trustees and AdministratorsTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture ActAct and no implied covenants or obligations shall be read into this Trust Agreement against the Property Trustee. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itthem. In the absence of bad faith on its part, the Property Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Property Trustee and conforming to the requirements of this Trust Agreement. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer the Delaware Trustee from liability for its his own negligent action, its own negligent failure to act, gross negligence or its own willful misconduct. To the extent that, at law or in equity, an Issuer Administrator or the Delaware Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the HoldersSecurityholders, such Issuer Administrator and the Delaware Trustee or Administrator shall not be liable to the Issuer Trust or any other Trustee or to any Holder Securityholder for such Issuer Administrator's or the Delaware Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees Administrators and Administrators the Delaware Trustee otherwise existing at law or in equity, are agreed by the Depositor Depositor, the Trustees and the Holders Securityholders to replace such other duties and liabilities of the Issuer Trustees Administrators and Administratorsthe Delaware Trustee.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator Administrative Trustee or an Issuer the Delaware Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, an Issuer Administrative Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the HoldersSecurityholders, such Issuer Administrative Trustee or Administrator the Delaware Trustee shall not be liable to the Issuer Trust or to any Holder Securityholder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Administrative Trustees and Administrators or the Delaware Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Holders Securityholders to replace such other duties and liabilities of the Issuer Administrative Trustees and Administratorsor the Delaware Trustee.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by subject to the Trust Indenture Act, to the extent applicable. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit or them. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its such Administrative Trustee's own grossly negligent action, its own such Administrative Trustee's gross negligent failure to act, or its such Administrative Trustee's own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

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

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Declaration of Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act; provided, however, that the Property Trustee shall -------- ------- not be subject to the provisions of the Trust Indenture Act until such time as this Declaration of Trust becomes qualified under the Trust Indenture Act. Notwithstanding the foregoing, no provision provisions of this Declaration of Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not herein expressly so provided, every provision of this Declaration of Trust Agreement relating to the conduct or affecting the liability of of, or affording protection to to, the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionArticle. Nothing in this Declaration of Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its his own grossly negligent action, its his own grossly negligent failure to act, or its his own willful misconduct. To the extent that, at law or in equity, an Issuer Administrative Trustee or Administrator has duties (including fiduciary duties) and liabilities relating to the Issuer Trust or to the HoldersSecurityholders, such Issuer Administrative Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder Securityholder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust AgreementDeclaration of Trust. The provisions of this Trust AgreementDeclaration of Trust, to the extent that they restrict the duties and liabilities of the Issuer Administrative Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders Securityholders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsAdministrative Trustees.

Certain Duties and Responsibilities. (a) The rights, immunities, duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its his or her own negligent action, its his or her own negligent failure to act, or its his or her own willful wilful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its his or her own negligent action, its own negligent failure to act, or its his or her own willful wilful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s 's or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Actsubject to Section 10.10 hereof. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its his or her own negligent action, its his or her own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

Certain Duties and Responsibilities. (a) The rights, duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. For purposes of Sections 315(a) and 315(c) of the Trust Indenture Act, the term “default” is hereby defined to mean an Event of Default has occurred and is continuing. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itthem. The Delaware Trustee and the Administrative Trustees shall have no liability under this Trust Agreement except for gross negligence or willful misconduct. The Property Trustees shall have no liability under this Trust Agreement except for negligence and willful misconduct. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconductSection 8.01. To the extent that, at law or in equity, an Issuer the Delaware Trustee or Administrator an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the Holders, such Issuer the Delaware Trustee or Administrator such Administrative Trustee shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Delaware Trustee or the Administrative Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsDelaware Trustee or the Administrative Trustees, as the case may be.

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

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators any Trustee to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for such Trustee's acts or omissions hereunder except as a result of such Trustee's own bad faith, gross negligence or willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture Act. Whether or not herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, an Issuer the Delaware Trustee or Administrator an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the HoldersSecurityholders, such Issuer the Delaware Trustee or Administrator such Administrative Trustee shall not be liable to the Issuer Trust or to any Holder Securityholder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Delaware Trustee or the Administrative Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders Securityholders to replace such other duties and liabilities of the Issuer Trustees Delaware Trustee and Administratorsthe Administrative Trustees.

Certain Duties and Responsibilities. (a) The rights, duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. For purposes of Sections 315(a) and 315(c) of the Trust Indenture Act, the term “default” is hereby defined to mean an Event of Default has occurred and is continuing. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Delaware Trustee shall have no liability under this Trust Agreement except for its gross negligence or willful misconduct. The Property Trustee shall have no liability under this Trust Agreement except for its negligence or willful misconduct. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its own gross negligent action, its own gross negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, an Issuer the Delaware Trustee or Administrator an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the Holders, such Issuer the Delaware Trustee or Administrator such Administrative Trustee shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Delaware Trustee or the Administrative Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor Sponsor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsAdministrative Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators any Trustee to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for its act or omissions hereunder except as a result of its own gross negligence or willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture Act. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconductSection 8.1. To the extent that, at law or in equity, an Issuer the Delaware Trustee or Administrator an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the HoldersSecurityholders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder Securityholder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Delaware Trustee or the Administrative Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders Securityholders to replace such other duties and liabilities of the Issuer Trustees Delaware Trustee and Administratorsthe Administrative Trustees, as the case may be.

Certain Duties and Responsibilities. (a) The rights, immunities, duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Declaration of Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture ActAct (and there shall be no other duties (including fiduciary duties) or obligations, express or implied, at law or in equity, of the Issuer Trustees). Notwithstanding the foregoing, no provision of this Declaration of Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if it or they shall have reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Declaration of Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Declaration of Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its his or her own negligent action, its his or her own negligent failure to act, or its his or her own willful misconductmisconduct with respect to acts or omissions. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s good faith reliance on the provisions of this Trust AgreementDeclaration of Trust. The provisions of this Trust AgreementDeclaration of Trust, to the extent that they restrict or eliminate the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor Sponsor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement andAgreement, in the case of the Property Trustee, by the Trust Indenture Actsubject to Section 10.10 hereof. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have 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 herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its his or her own negligent action, its own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, an Issuer Administrative Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Administrative Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Administrative Trustee’s or Administrator’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Administrative Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsAdministrative Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement andAgreement, in the case of the Property Trustee, by the Trust Indenture Actsubject to Section 10.10 hereof. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have 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 herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator Administrative Trustee or an Issuer the Delaware Trustee from liability for its his or her own negligent action, its own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, an Issuer Administrative Trustee or Administrator the Delaware Trustee has duties (including fiduciary duties) and liabilities relating to the Issuer Trust or to the Holders, such Issuer Administrative Trustee or Administrator the Delaware Trustee shall not be liable to the Issuer Trust or to any Holder for such Issuer Administrative Trustee’s or AdministratorDelaware Trustee’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Issuer Administrative Trustees and Administrators or the Delaware Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Administrative Trustees and Administratorsor the Delaware Trustee.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for its acts or omissions hereunder except as a result of its own gross negligence or willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture Act. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, an Issuer the Delaware Trustee or Administrator an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the HoldersSecurityholders, such Issuer the Delaware Trustee or Administrator such Administrative Trustee shall not be liable to the Issuer Trust or to any Holder Securityholder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Delaware Trustee or the Administrative Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders Securityholders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsDelaware Trustee or Administrative Trustees.

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

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for such Trustee's acts or omissions hereunder except as a result of such Trustee's own gross negligence or willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture Act. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, an Issuer a Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the HoldersSecurityholders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder Securityholder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The To the fullest extent permitted by law, the provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders Securityholders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

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

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

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionArticle. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its own negligent actionnegligence, its own negligent failure bad faith or willful misconduct with respect to act, acts or its own willful misconductomissions. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating thereto to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

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

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

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

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

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

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

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

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit or them. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator or an the Issuer Trustee Trustees from liability for his or its own negligent action, his or its own negligent failure to act, or his or its own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s 's or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for such Trustee’s acts or omissions hereunder except as a result of such Trustee’s own gross negligence or willful misconduct. The Property Trustee’s liability shall be determined under the Trust Indenture Act. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, an Issuer a Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the HoldersSecurityholders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder Securityholder for such Issuer Trustee’s or Administrator’s good faith reliance on the provisions of this Trust Agreement. The To the fullest extent permitted by law, the provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders Securityholders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

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

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

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

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

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Actsubject to Section 10.10 hereof. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have 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 herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its his or her own negligent action, its own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s 's or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement andAgreement, in the case of the Property Trustee, by the Trust Indenture Actsubject to Section 10.10 hereof. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have 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 herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator Administrative Trustee or an Issuer the Delaware Trustee from liability for its his or her own negligent action, its own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, an Issuer Administrative Trustee or Administrator the Delaware Trustee has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Administrative Trustee or Administrator the Delaware Trustee shall not be liable to the Issuer Trust or to any Holder for such Issuer Administrative Trustee’s 's or AdministratorDelaware Trustee’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Administrative Trustees and Administrators or the Delaware Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Administrative Trustees and Administratorsor the Delaware Trustee.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for its act or omissions hereunder except as a result of its own gross negligence or willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture Act. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, the Delaware Trustee an Issuer Administrative Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the HoldersSecurityholders, the Delaware Trustee such Issuer Administrative Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder Securityholder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Delaware Trustee the Administrative Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders Securityholders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsAdministrative Trustees.

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

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, also by the Trust Indenture Act, if applicable. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators any Trustee to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Resident Trustee shall be liable for its act or omissions hereunder except as a result of its own gross negligence or willful misconduct. The Property Trustee’s liability shall be determined under the Trust Indenture Act, if applicable, and as provided by this Trust Agreement. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconductSection 8.2. To the extent that, at law or in equity, an Issuer a Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the HoldersSecurityholders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder Securityholder for such Issuer Trustee’s or Administrator’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators a Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Holders Securityholders to replace such other duties and liabilities of a Trustee, as the Issuer Trustees and Administratorscase may be.

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

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

Certain Duties and Responsibilities. (a) 1. The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement andTrustee shall, in the case exercise of the Property Trusteerights and powers vested in it by this Agreement, by use the Trust Indenture Actsame degree of care and skill in its exercise as a reasonable person would exercise or use. Notwithstanding the foregoing, no 2. No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that: a. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Principal Amount of the Outstanding Class A-1 Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement; b. No provision of this Agreement shall require the Issuer Trustees or the Administrators Trustee to advance, expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators ; c. The Trustee shall be subject presumed to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator have acted without negligence if it acted, or an Issuer Trustee from liability for its own negligent action, its own negligent failure omitted to act, in good faith and in reliance upon an opinion of counsel obtained by it. Section B. Certain Rights of Trustee Except as otherwise provided below: 1. The Trustee may consult with counsel, accountants and other experts and the advice or its own willful misconductopinion of such counsel, accountants and other experts shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Trustee hereunder in good faith and in reliance thereon and the Trustee shall have the right at any time to seek instructions from a court of competent jurisdiction; 2. To The Trustee shall be under no obligation to exercise any of the extent thatrights or powers vested in it by this Agreement at the request or direction of any of the Holders pursuant to this Agreement, at law unless such Holders shall have offered to the Trustee security or in equityindemnity reasonably acceptable to the Trustee against the costs, an Issuer Trustee or Administrator has duties expenses and liabilities relating to which might be incurred by it in compliance with such request or direction; 3. The Trustee may execute any of the Issuer Trust powers hereunder or to perform any duties hereunder either directly or by or through agents or attorneys and the Holders, such Issuer Trustee or Administrator shall not be liable responsible for any misconduct or negligence on the part of any agent or attorney appointed by it hereunder with the care required below; and 4. Anything to the Issuer Trust or contrary contained herein notwithstanding, the Trustee shall have no duty to take any Holder for such Issuer Trustee’s or Administrator’s action whatsoever if it believes in good faith reliance on that the provisions taking of this Trust Agreementsuch action may expose the Trustee to personal liability. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and Administrators.Section C.

Certain Duties and Responsibilities. (a) 1 The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act, and no implied covenants or obligations shall be read into this Trust Agreement against the Property Trustee. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. In the absence of bad faith on its part, the Property Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Property Trustee and conforming to the requirements of this Trust Agreement. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer the Delaware Trustee from liability for its own negligent action, its own negligent failure to act, gross negligence or its own willful misconduct. To the extent that, at law or in equity, an Issuer Administrator or the Delaware Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust Trust, any other Trustee or to the HoldersSecurityholders, such Issuer Administrator or the Delaware Trustee or Administrator shall not be liable to the Issuer Trust Trust, any other Trustee or to any Holder Securityholder for such Issuer Administrator s or the Delaware Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators Administrator or the Delaware Trustee otherwise existing at law or in equity, are agreed by the Depositor Depositor, the Trustees and the Holders Securityholders to replace such other duties and liabilities of the Issuer Administrators and the Delaware Trustee. 2 All payments made by the Property Trustee or a Paying Agent in respect of the Trust Securities shall be made only from the revenue and proceeds from the Trust Property and only to the extent that there shall be sufficient revenue or proceeds from the Trust Property to enable the Property Trustee or a Paying Agent to make payments in accordance with the terms hereof. Each Securityholder, by its acceptance of a Trust Security, agrees that it will look solely to the revenue and proceeds from the Trust Property to the extent legally available for distribution to it as herein provided and that the Trustees and Administrators.are not personally liable to it for any amount distributable in respect of any Trust Security or for any other liability in respect of any Trust Security. This 8.02(b) does not limit the liability of the Trustees expressly set forth elsewhere in this Trust

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators Administrative Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators Administrative Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators Administrative Trustees shall be subject to the provisions of this SectionArticle. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its own gross negligent action, its own gross negligent failure to act, act or its own willful misconduct. To the extent that, at law or in equity, an Issuer Administrative Trustee or Administrator has duties and liabilities relating thereto to the Issuer Trust or to the HoldersSecurityholders, such Issuer Administrative Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder Securityholder for such Issuer Administrative Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Administrative Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders Securityholders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsAdministrative Trustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit or them. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its his or her own grossly negligent action, its his or her own grossly negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s 's or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and Administrators.

Certain Duties and Responsibilities. (a) The Trustees undertake to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenant or obligations shall be read into this Trust Agreement against the Trustees. The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for such Trustee’s acts or omissions hereunder except as a result of such Trustee’s own gross negligence or willful misconduct. The Property Trustee’s liability shall be determined under the Trust Indenture Act. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, an Issuer a Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the HoldersSecurityholders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder Securityholder for such Issuer Trustee’s or Administrator’s good faith reliance on the 4821-9020-5592, v. 11 provisions of this Trust Agreement. The To the fullest extent permitted by law, the provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders Securityholders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

Certain Duties and Responsibilities. (a) The rights, immunities, duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk their its own funds or otherwise incur any financial liability in the performance of any of their its duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its his or her own negligent action, its his or her own negligent failure to act, or its his or her own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

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

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have 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 herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its such Person's own grossly negligent action, its such Person's own grossly negligent failure to act, or its such Person's own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

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

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture ActAct and no implied covenants or obligations shall be read into this Trust Agreement against the Property Trustee. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itthem. In the absence of bad faith on its part, the Property Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Property Trustee and conforming to the requirements of this Trust Agreement. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer the Delaware Trustee from liability for its his own negligent action, its own negligent failure to act, gross negligence or its own willful misconduct. To the extent that, at law or in equity, an Issuer Administrator, or the Delaware Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the HoldersSecurityholders, such Issuer Administrator and the Delaware Trustee or Administrator shall not be liable to the Issuer Trust or any other Trustee or to any Holder Securityholder for such Issuer Administrator's or the Delaware Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees Administrators and Administrators the Delaware Trustee otherwise existing at law or in equity, are agreed by the Depositor Depositor, the Trustees and the Holders Securityholders to replace such other duties and liabilities of the Issuer Trustees Administrators and Administratorsthe Delaware Trustee.

Certain Duties and Responsibilities. (a) The rights, duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. For purposes of Sections 315(a) and 315(c) of the Trust Indenture Act, the term “default” is hereby defined to mean an Event of Default has occurred and is continuing. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itthem. The Delaware Trustee and the Administrative Trustees shall have no liability under this Trust Agreement except for gross negligence or willful misconduct. The Property Trustee’s shall have no liability under this Trust Agreement except for negligence and willful misconduct. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconductSection 8.01. To the extent that, at law or in equity, an Issuer the Delaware Trustee or Administrator an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the Holders, such Issuer the Delaware Trustee or Administrator such Administrative Trustee shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Delaware Trustee or the Administrative Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsDelaware Trustee or the Administrative Trustees, as the case may be.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators Administrative Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators Administrative Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit or them. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators Administrative Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator Administrative Trustee or an the Issuer Trustee Trustees from liability for his or its own negligent action, his or its own negligent failure to act, or his or its own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator Administrative Trustee has duties and liabilities relating to the Issuer Trust Success Capital or to the Holders, such Issuer Trustee or Administrator Administrative Trustee shall not be liable to the Issuer Trust Success Capital or to any Holder for such Issuer Trustee’s 's or Administrator’s Administrative Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators Administrative Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and Administrators.Success

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by subject to the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator Issuer Trustee or an Issuer Trustee Administrator from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, an Administrator or Issuer Trustee or Administrator has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the Holders, such Administrator or Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s its good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrators or the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Administrators and the Issuer Trustees and AdministratorsTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit or them. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this SectionSection 8.1. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Administrative Trustee from liability for its such Administrative Trustee's own negligent action, its own such Administrative Trustee's gross negligent failure to act, or its such Administrative Trustee's own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s or Administrator’s 's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees and AdministratorsTrustees.

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators Trustee shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by Indenture and the Trust Indenture ActAct for securities issued pursuant to indentures qualified thereunder. Notwithstanding Except as otherwise provided herein, notwithstanding the foregoing, no provision of this Trust Agreement Indenture shall require the Issuer Trustees or the Administrators Trustee to expend or risk their its own funds or otherwise incur any financial liability or risk in the performance of any of their its duties hereunder, or in the exercise of any of their its rights or powers, if they it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not herein therein expressly so provided, every provision of this Trust Agreement Indenture relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators Trustee shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer The Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrator has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not be liable (x) for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts or (y) with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding relating to the Issuer Trust time, method and place of conducting any proceeding or any remedy available to the Trustee, or exercising any Holder for such Issuer trust or power conferred upon the Trustee’s , under this Indenture. Prior to the occurrence of an Event of Default and after the curing or Administrator’s good faith reliance on waiving of all Events of Default which may have occurred: (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture and in the Trust Agreement. The provisions Indenture Act, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and in the Trust Indenture Act, and no implied covenants or obligations shall be read in to this Indenture against the Trustee; and (ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Trust AgreementIndenture and believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties; but in the case of any such statements, certificates or options which by any provisions hereof are specifically required to be furnished to the extent that Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they restrict the duties and liabilities of the Issuer Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders conform on their face to replace such other duties and liabilities of the Issuer Trustees and Administrators.the

Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Issuer Trustees or the Administrators to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for its act or omissions hereunder except as a result of its own gross negligence or willful misconduct. The Property Trustee’s liability shall be determined under the Trust Indenture Act. Whether or not herein therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrator or an Issuer Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconductSection 801. To the extent that, at law or in equity, an Issuer the Delaware Trustee or Administrator an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust or to the HoldersSecurityholders, such Issuer the Delaware Trustee or Administrator such Administrative Trustee shall not be liable to the Issuer Trust or to any Holder Securityholder for such Issuer Trustee’s or Administrator’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Delaware Trustee or the Administrative Trustees and Administrators otherwise existing at law or in equity, are agreed by the Depositor and the Holders Securityholders to replace such other duties and liabilities of the Issuer Trustees Delaware Trustee and Administratorsthe Administrative Trustees, as the case may be.