Common use of Trustee Not Liable for Certificates Clause in Contracts

Trustee Not Liable for Certificates. The Trustee makes no representations as to the validity or sufficiency of this Agreement, the Servicing Agreement, the Custodial Agreement, the Swap Agreement or the Interest Rate Cap Agreement, the Certificates (other than the certificate of authentication on the Certificates) or the Lower Tier REMIC 1 Uncertificated Regular Interests, or of any Mortgage Loan, or related document save that the Trustee represents that, assuming due execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms except that such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally, and (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law. The Trustee shall not be accountable for the use or application by the Depositor of funds paid to the Depositor in consideration of the assignment of the Mortgage Loans to the Trust Fund by the Depositor or for the use or application of any funds deposited into the Collection Account, the Certificate Account, any Escrow Account or any other fund or account maintained with respect to the Certificates. The Trustee shall not be responsible for the legality or validity of this Agreement, the Servicing Agreement, the Custodial Agreement, the Swap Agreement or the Interest Rate Cap Agreement or the validity, priority, perfection or sufficiency of the security for the Certificates or the Lower Tier REMIC 1 Uncertificated Regular Interests issued or intended to be issued hereunder. The Trustee shall not, except as otherwise provided herein, have any responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Agreement.

Trustee Not Liable for Certificates. The Trustee makes no representations as to the validity or sufficiency of this Agreement, the any Servicing Agreement, the any Custodial Agreement, the Cap Agreement, the Swap Agreement or the Interest Rate Cap Agreement, the Certificates (other than the certificate of authentication on the Certificates) ), the Pooling REMIC 1&1 Regular Interests or the Lower Tier Pooling REMIC 1 Uncertificated 2 Regular Interests, Interests or of any Mortgage Loan, or related document save that the Trustee represents that, assuming due execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms except that such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally, and (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law. The Trustee shall not be accountable for the use or application by the Depositor of funds paid to the Depositor in consideration of the assignment of the Mortgage Loans to the Trust Fund by the Depositor or for the use or application of any funds deposited into the Collection Account, the Certificate Account, any Escrow Account or any other fund or account maintained with respect to the Certificates. The Trustee shall not be responsible for the legality or validity of this Agreement, the any Servicing Agreement, the any Custodial Agreement, the Swap Agreement or Agreement, the Interest Rate Cap Agreement or the validity, priority, perfection or sufficiency of the security for the Certificates Certificates, the Pooling REMIC 1 Regular Interests or the Lower Tier Pooling REMIC 1 Uncertificated 2 Regular Interests issued or intended to be issued hereunder. The Trustee shall not, except Except as otherwise provided herein, the Trustee shall have any no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Agreement.

Trustee Not Liable for Certificates. The Trustee makes no representations as to the validity or sufficiency of this Agreement, the Servicing Swap Agreement, the Custodial Agreement, the Swap Agreement or the Interest Rate Cap Agreement, the Certificates (other than the certificate of authentication on the Certificates) or the Lower Tier REMIC 1 Uncertificated Regular Interests, Interests or of any Mortgage Loan, or related document save that the Trustee represents that, assuming due execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms except that such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally, and (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law. The Trustee shall not be accountable for the use or application by the Depositor of funds paid to the Depositor in consideration of the assignment of the Mortgage Loans to the Trust Fund by the Depositor or for the use or application of any funds deposited into the Collection Account, the Certificate Account, any Escrow Account or any other fund or account maintained with respect to the Certificates. The Trustee shall not be responsible for the legality or validity of this Agreement, the Servicing Agreement, the Custodial Agreement, the Swap Agreement or the Interest Rate Cap Agreement Agreement, or the validity, priority, perfection or sufficiency of the security for the Certificates or the Lower Tier REMIC 1 Uncertificated Regular Interests issued or intended to be issued hereunder. The Trustee shall not, except Except as otherwise provided herein, the Trustee shall have any no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Agreement.. 106

Trustee Not Liable for Certificates. Mortgage Loans or ------------------------------------------------------ Additional Collateral. ---------------------- The recitals contained herein and in the Certificates (other than the authentication and countersignature of the Trustee on the Certificates) shall be taken as the statements of the Seller, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations or warranties as to the validity or sufficiency of this Agreement, the Servicing Agreement, the Custodial Agreement, the Swap Agreement or the Interest Rate Cap Agreement, of the Certificates (other than the certificate signature and countersignature of authentication the Trustee on the Certificates) or the Lower Tier REMIC 1 Uncertificated Regular Interests, or of any Mortgage Loan, Loan or related document save that or of MERS or the Trustee represents that, assuming due execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms except that such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally, and (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at lawMERS System. The Trustee shall not be accountable for the use or application by the Depositor of funds paid to the Depositor in consideration of the assignment of the Mortgage Loans to the Trust Fund by the Depositor Master Servicer, or for the use or application of any funds paid to the Master Servicer in respect of related Mortgage Loans or deposited into in or withdrawn from the Collection Account, Account by the Certificate Account, Master Servicer. The Trustee shall at no time have any Escrow Account responsibility or any other fund liability for or account maintained with respect to the Certificates. The Trustee shall not legality, validity and enforceability of any Mortgage or any Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Trust or its ability to generate the payments to be responsible for the legality or validity of distributed to Certificateholders under this Agreement, including, without limitation: the Servicing Agreementexistence, condition and ownership of any Mortgaged Property; the Custodial Agreement, existence and enforceability of any hazard insurance thereon (other than if the Swap Trustee shall assume the duties of the Master Servicer pursuant to Section 7.02 hereof); the validity of the assignment of any Mortgage Loan to the Trustee or of any intervening assignment; the completeness of any Mortgage Loan; the performance or enforcement of any Mortgage Loan (other than if the Trustee shall assume the duties of the Master Servicer pursuant to Section 7.02 hereof); the compliance by the Depositor or the Seller with any warranty or representation made under this Agreement or the Interest Rate Cap Agreement in any related document or the validity, priority, perfection or sufficiency of the security for the Certificates or the Lower Tier REMIC 1 Uncertificated Regular Interests issued or intended to be issued hereunder. The Trustee shall not, except as otherwise provided herein, have any responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection accuracy of any security interest such warranty or lien granted representation prior to it hereunder the Trustee's receipt of notice or to record this Agreement.other discovery of any

Trustee Not Liable for Certificates. The Trustee makes no representations as to the validity or sufficiency of this Agreement, the Servicing Swap Agreement, the Custodial Cap Agreement, the Swap Agreement Certificate Insurance Policies or the Interest Rate Cap Agreement, of the Certificates (other than the certificate of authentication on the Certificates) ), the Pooling REMIC 1 Regular Interests or the Lower Tier Pooling REMIC 1 Uncertificated 2 Regular Interests, Interests or of any Mortgage Loan, or related document save that the Trustee represents that, assuming due execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms except that such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally, and (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law. The Trustee shall not be accountable for the use or application by the Depositor of funds paid to the Depositor in consideration of the assignment of the Mortgage Loans to the Trust Fund by the Depositor or for the use or application of any funds deposited into the Collection Account, the Certificate Account, any Escrow Account or any other fund or account maintained with respect to the Certificates. The Trustee shall not be responsible for the legality or validity of this Agreement, the Servicing Agreement, the Custodial Agreement, the Swap Agreement or the Interest Rate Cap Swap Agreement or the validity, priority, perfection or sufficiency of the security for the Certificates Certificates, the Pooling REMIC 1 Regular Interests or the Lower Tier Pooling REMIC 1 Uncertificated 2 Regular Interests issued or intended to be issued hereunder. The Trustee shall not, except Except as otherwise provided herein, the Trustee shall have any no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Agreement.

Trustee Not Liable for Certificates. The Trustee makes no representations as to the validity or sufficiency of this Agreement, any Servicing Agreement, , the Servicing Exchange Trust Agreement, the Custodial Agreement, the Swap Agreement or the Interest Rate Cap Swap Agreement, the Certificates (other than the certificate of authentication on the Certificates) or the Lower Tier REMIC 1 Uncertificated Regular Interests, or of any Mortgage Loan, or related document save that the Trustee represents that, assuming due execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms except that such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally, and (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law. The Trustee shall not be accountable for the use or application by the Depositor of funds paid to the Depositor in consideration of the assignment of the Mortgage Loans to the Trust Fund by the Depositor or for the use or application of any funds deposited into the Collection Account, the Certificate Account, any Escrow Account or any other fund or account maintained with respect to the Certificates. The Trustee shall not be responsible for the legality or validity of this Agreement, the any Servicing Agreement, the Custodial Exchange Trust Agreement, the Swap Custodial Agreement or the Interest Rate Cap Swap Agreement or the validity, priority, perfection or sufficiency of the security for the Certificates or the Lower Tier REMIC 1 Uncertificated Regular Interests issued or intended to be issued hereunder. The Trustee shall not, except as otherwise provided herein, have any responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Agreement.

Trustee Not Liable for Certificates. The Trustee makes no representations as to the validity or sufficiency of this Agreement, the Servicing Swap Agreement, the Custodial Class 1-A1 Cap Agreement, the Swap Agreement or the Interest Rate Class 2-A1 Cap Agreement, the Certificate Insurance Policy or of the Certificates (other than the certificate of authentication on the Certificates) ), the Pooling REMIC 1 Regular Interests or the Lower Tier Pooling REMIC 1 Uncertificated 2 Regular Interests, Interests or of any Mortgage Loan, or related document save that the Trustee represents that, assuming due execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms except that such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally, and (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law. The Trustee shall not be accountable for the use or application by the Depositor of funds paid to the Depositor in consideration of the assignment of the Mortgage Loans to the Trust Fund by the Depositor or for the use or application of any funds deposited into the Collection Account, the Certificate Account, any Escrow Account or any other fund or account maintained with respect to the Certificates. The Trustee shall not be responsible for the legality or validity of this Agreement, the Servicing Agreement, the Custodial Agreement, the Swap Agreement or the Interest Rate Cap Swap Agreement or the validity, priority, perfection or sufficiency of the security for the Certificates Certificates, the Pooling REMIC 1 Regular Interests or the Lower Tier Pooling REMIC 1 Uncertificated 2 Regular Interests issued or intended to be issued hereunder. The Trustee shall not, except Except as otherwise provided herein, the Trustee shall have any no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Agreement.

Trustee Not Liable for Certificates. The Trustee makes no representations as to the validity or sufficiency of this Agreement, the Servicing Swap Agreement, the Custodial Agreement, the Swap Class 1-A1 Cap Agreement or the Interest Rate Cap Agreement, of the Certificates (other than the certificate of authentication on the Certificates) ), the Pooling REMIC 1 Regular Interests or the Lower Tier Pooling REMIC 1 Uncertificated 2 Regular Interests, Interests or of any Mortgage Loan, or related document save that the Trustee represents that, assuming due execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms except that such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally, and (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law. The Trustee shall not be accountable for the use or application by the Depositor of funds paid to the Depositor in consideration of the assignment of the Mortgage Loans to the Trust Fund by the Depositor or for the use or application of any funds deposited into the Collection Account, the Certificate Account, any Escrow Account or any other fund or account maintained with respect to the Certificates. The Trustee shall not be responsible for the legality or validity of this Agreement, the Servicing Agreement, the Custodial Agreement, the Swap Agreement or the Interest Rate Cap Swap Agreement or the validity, priority, perfection or sufficiency of the security for the Certificates Certificates, the Pooling REMIC 1 Regular Interests or the Lower Tier Pooling REMIC 1 Uncertificated 2 Regular Interests issued or intended to be issued hereunder. The Trustee shall not, except Except as otherwise provided herein, the Trustee shall have any no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Agreement.. 115

Trustee Not Liable for Certificates. The Trustee makes no representations as to the validity or sufficiency of this Agreement, the any Servicing Agreement, the any Custodial Agreement, the Group 1 Cap Agreement, the Group 2 Cap Agreement, the Group 1 Swap Agreement or the Interest Rate Cap Agreement, of the Certificates (other than the certificate of authentication on the Certificates) ), the Pooling REMIC I Regular Interests or the Lower Tier Pooling REMIC 1 Uncertificated II Regular Interests, Interests or of any Mortgage Loan, or related document save that the Trustee represents that, assuming due execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms except that such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally, and (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law. The Trustee shall not be accountable for the use or application by the Depositor of funds paid to the Depositor in consideration of the assignment of the Mortgage Loans to the Trust Fund by the Depositor or for the use or application of any funds deposited into the Collection Account, the Certificate Account, any Escrow Account or any other fund or account maintained with respect to the Certificates. The Trustee shall not be responsible for the legality or validity of this Agreement, the any Servicing Agreement, the any Custodial Agreement, the Swap Group 1 Cap Agreement, the Group 2 Cap Agreement or the Interest Rate Cap Group 1 Swap Agreement or the validity, priority, perfection or sufficiency of the security for the Certificates Certificates, the Pooling REMIC I Regular Interests or the Lower Tier Pooling REMIC 1 Uncertificated II Regular Interests issued or intended to be issued hereunder. The Trustee shall not, except Except as otherwise provided herein, the Trustee shall have any no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Agreement.. 143

Trustee Not Liable for Certificates. The Trustee makes no representations as to the validity or sufficiency of this Agreement, the any Servicing Agreement, the any Custodial Agreement, the Group I Cap Agreement, the Class 3-A1 Cap Agreement, the Group I Swap Agreement or the Interest Rate Cap Agreement, the Certificates (other than the certificate of authentication on the Certificates) ), the Pooling REMIC I Regular Interests or the Lower Tier Pooling REMIC 1 Uncertificated II Regular Interests, Interests or of any Mortgage Loan, or related document save that the Trustee represents that, assuming due execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms except that such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally, and (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law. The Trustee shall not be accountable for the use or application by the Depositor of funds paid to the Depositor in consideration of the assignment of the Mortgage Loans to the Trust Fund by the Depositor or for the use or application of any funds deposited into the Collection Account, the Certificate Account, any Escrow Account or any other fund or account maintained with respect to the Certificates. The Trustee shall not be responsible for the legality or validity of this Agreement, the any Servicing Agreement, the any Custodial Agreement, the Group I Swap Agreement or Agreement, the Interest Rate Group I Cap Agreement, the Class 3-A1 Cap Agreement or the validity, priority, perfection or sufficiency of the security for the Certificates Certificates, the Pooling REMIC I Regular Interests or the Lower Tier Pooling REMIC 1 Uncertificated II Regular Interests issued or intended to be issued hereunder. The Trustee shall not, except Except as otherwise provided herein, the Trustee shall have any no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Agreement.

Trustee Not Liable for Certificates. The Trustee makes no representations as to the validity or sufficiency of this Agreement, the any Servicing Agreement, the any Custodial Agreement, the Group 1 Cap Agreement, the Group 2 Cap Agreement, the Group 1 Swap Agreement or Agreement, the Interest Rate Cap Group 2 Swap Agreement, the Certificates (other than the certificate of authentication on the Certificates) or ), the Lower Tier Pooling REMIC 1 Uncertificated Regular Interests, the Pooling REMIC 2 Regular Interests, the Pooling REMIC 3 Regular Interests or the Pooling REMIC 4 Regular Interests or of any Mortgage Loan, or related document save that the Trustee represents that, assuming due execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms except that such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally, and (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law. The Trustee shall not be accountable for the use or application by the Depositor of funds paid to the Depositor in consideration of the assignment of the Mortgage Loans to the Trust Fund by the Depositor or for the use or application of any funds deposited into the Collection Account, the Certificate Account, any Escrow Account or any other fund or account maintained with respect to the Certificates. The Trustee shall not be responsible for the legality or validity of this Agreement, the any Servicing Agreement, the any Custodial Agreement, the Group 1 Swap Agreement or Agreement, the Interest Rate Group 2 Swap Agreement, the Group 1 Cap Agreement, the Group 2 Cap Agreement or the validity, priority, perfection or sufficiency of the security for the Certificates Certificates, the Pooling REMIC 1 Regular Interests, the Pooling REMIC 2 Regular Interests, the Pooling REMIC 3 Regular Interests or the Lower Tier Pooling REMIC 1 Uncertificated 4 Regular Interests issued or intended to be issued hereunder. The Trustee shall not, except Except as otherwise provided herein, the Trustee shall have any no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Agreement.