Common use of Duties of the Trustee Clause in Contracts

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the Certificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable, individually or as Trustee, except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) the Trustee shall not, individually or as Trustee, be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee unless the Trustee was negligent or acted in bad faith or with willful misfeasance; (iii) the Trustee shall not be liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders in accordance with this Agreement 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; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. (A) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that which may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains uncured(which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it each by this Agreement Agreement, and use the same degree of care and skill in its their exercise as a prudent person investor would exercise or use under the circumstances in the conduct of such personinvestor's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the . (B) The Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If The Trustee shall notify the Certificateholders of any such instrument is found documents which do not to materially conform on its face to the requirements of this Agreement in the event that the Trustee, after so requesting, does not receive satisfactorily corrected documents. 01. The Trustee shall furnish in a material mannertimely fashion to the Master Servicer such information as the Master Servicer may reasonably request from time to time for the Master Servicer to fulfill its duties set forth in this Agreement. The Trustee covenants and agrees that it shall perform its respective obligations hereunder in a manner so as to maintain the status of any portion of any REMIC formed under the Series Supplement as a REMIC under the REMIC Provisions and (subject to Section 10.01(f)) to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on the Trust Fund to the extent that maintaining such status and avoiding such taxes are reasonably within the control of the Trustee shall notify and are reasonably within the person providing such Agreement scope of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the Certificateholders. their respective duties under this Agreement. (C) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (iI) prior Prior to the occurrence of an Event of Default, and after the curing or waiver of all such Events of Default that which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable, individually or as Trustee, liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee by the Company or the Master Servicer and conforming to which on their face, do not contradict the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (iiII) the The Trustee shall not, individually or as Trustee, not be personally liable for an 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 or acted in bad faith or with willful misfeasanceascertaining the pertinent facts; (iiiIII) the The Trustee shall not be liable, individually or as Trustee, personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders in accordance with this Agreement relating Certificateholders of any Class holding Certificates which evidence, as to such Class, Percentage Interests aggregating not less than 25% as 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 Trustee, under this Agreement; (IV) The Trustee shall not be charged with knowledge of any default (other than a default in payment to the Trustee) specified in clauses (i) and (ii) of Section 7.01 or an Event of Default under clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible Officer of the Trustee assigned to and working in the Corporate Trust Office obtains actual knowledge of such failure or event or the Trustee receives written notice of such failure or event at its Corporate Trust Office from the Master Servicer, the Company or any Certificateholder; and (ivV) Except to the extent provided in Section 7.02, no provision in this Agreement shall require the Trustee to expend or risk its own funds (including, without limitation, the making of any Advance) or otherwise incur any personal financial liability in the performance of any of its duties as Trustee hereunder, or in the exercise of any of its rights or powers, if the Trustee shall have reasonable grounds for believing that repayment of funds or adequate indemnity against such risk or liability is not be responsible for reasonably assured to it. (D) The Trustee shall timely pay, from its own funds, the acts or omissions amount of any Servicer and all federal, state and local taxes imposed on the Trust Fund or its assets or transactions including, without limitation, (A) "prohibited transaction" penalty taxes as defined in Section 860F of the Code, if, when and as the same shall be due and payable, (B) any Subservicertax on contributions to a REMIC after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code, it being understood that this Agreement shall not be construed to render any but only if such taxes arise out of them agents a breach by the Trustee of one anotherits obligations hereunder, which breach constitutes negligence or willful misconduct of the Trustee.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default and after the curing of all Events any such Master Servicer Event of Default that may have occurredDefault, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this the Trust Agreement. In case an Notwithstanding anything to the contrary herein, the appointment by the Trustee of ▇▇▇▇▇ Fargo Bank, N.A. as Securities Administrator to perform the duties and obligations specifically set forth in Sections 2.03, 3.01, 3.02, 3.03, 3.05, 4.01, 4.03, 4.04, 5.02, 5.03, 5.04, 5.08, 7.01, 7.02 and 10.03 hereof, and any other duties and obligations as may be set forth in a letter agreement between ▇▇▇▇▇ Fargo Bank, N.A. and the Trustee, shall not release the Trustee from its duty to perform such duties and obligations hereunder. During a Master Servicer Event of Default relating to the Trustee of which a Responsible Officer of the Trustee has occurred and remains uncurednotice, the Trustee shall exercise such of the rights and powers vested in it by this the Trust Agreement and use the same degree of care and skill in its their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person's Person’s own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the The Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments created by any Person other than itself and furnished to the Trustee that it which are specifically required to be furnished pursuant to any provision of this the Trust Agreement, Custodial Agreement, Servicing Agreement, Sale Agreement or Assignment Agreement shall examine them to determine whether they conform on their face to the requirements of this Agreementsuch agreement; provided, however, that the Trustee shall not be under any duty to recalculate, verify or recompute the information provided to it hereunder by the Servicer or the Depositor. If any such instrument is found not to conform on its face to the requirements of this Agreement such agreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the person providing such Agreement of such non-conformanceinstrument corrected, and if the instrument is not corrected to the its satisfaction, the Trustee then it will provide notice thereof to the Certificateholders other and take such further action as directed by to the Certificateholders. No provision of this the Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (ia) prior Prior to the occurrence of an any Master Servicer Event of Default, Default and after the curing of all of such Events of Default that may have occurredDefault, the respective duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreementthe Trust Agreement (including the obligation, if any, of the Trustee to enforce each Servicing Agreement against the related Servicer, each Custodial Agreement against the related Custodian, each Sale Agreement against the related Seller, each Assignment Agreement against GSMC and otherwise to act as owner under such agreements for the benefit of the Certificateholders), the Trustee shall not be liable, individually or as Trustee, liable except for the performance of such the respective duties and obligations as are specifically set forth in this the Trust Agreement, no implied covenants or obligations shall be read into this the Trust Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming that conform to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderTrust Agreement; (iib) the The Trustee shall not, individually or as Trustee, not be personally liable for an error of judgment made in good faith by a Responsible an Officer or Responsible Officers of the Trustee unless it shall be proved that the Trustee was negligent or acted in bad faith or with willful misfeasanceascertaining the pertinent facts; (iiic) the The Trustee shall not be liable, individually or as Trustee, personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to at least 25% of the Holders in accordance with this Agreement Voting Rights 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 the Trust Agreement; (d) Any determination of negligence, bad faith, willful misconduct or breach of conduct of the Trustee under this Agreementshall be made only upon a finding that there is clear and convincing evidence (and not upon the mere preponderance of evidence) thereof in a proceeding before a court of competent jurisdiction in which the Trustee has had an opportunity to defend; and (ive) In no event shall the Trustee shall not be responsible held liable for the acts actions or omissions of any Master Servicer, Securities Administrator, Servicer or Custodian (excepting the Trustee’s own actions as Master Servicer, Securities Administrator, Servicer or Custodian). Prior to the occurrence of any SubservicerEvent of Default and after the curing of all such Events of Default, it being understood that this other than those obligations assumed by the Trustee as successor Servicer under Article VII, no provision of the Trust Agreement shall not be construed require the Trustee to render expend or risk its own funds or otherwise incur any financial liability in the performance of any of them agents its duties hereunder, or in the exercise of one anotherany of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it unless such risk or liability relates to duties set forth herein.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the CertificateholdersCertificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the CertificateholdersCertificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable, individually or as Trustee, except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) the Trustee shall not, individually or as Trustee, be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee unless the Trustee was negligent or acted in bad faith or with willful misfeasance; (iii) the Trustee shall not be liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the NIMs Insurer or the Holders in accordance with this Agreement 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; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust (a) The Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains uncured, the The Trustee shall have the authority to exercise such of the rights and powers vested in it by this Agreement and use the same degree Agreement. Any permissive right of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted set forth in this Agreement or for the enforcement of any other legal, equitable or other remedy, shall not be construed as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. a duty. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished to it pursuant to any provision of this Agreement or to it in its capacity as Collateral Holder pursuant to the Pooling and Servicing Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement or the pooling and Servicing Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement or the Pooling and Servicing Agreement in a material manner, the Trustee shall notify the person providing take such Agreement action as a Majority in Interest of such non-conformanceCertificateholders shall direct, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Depositor, the Certificateholders and each Rating Agency. (c) In the event of a default in respect of the CRB Certificates, the Trustee shall proceed to enforce its rights as a holder of the CRB Certificates under the Pooling and Servicing Agreement, unless otherwise directed by a Majority in Interest of each Class of Certificates affected thereby. The Trustee may, in its discretion, and will, if so directed by a Majority in Interest of each Class of Certificates affected thereby, proceed to enforce any rights which it may have as a holder of CRB Certificates. In addition, a Majority in Interest of each Class of Certificates may together direct the time, method and place of conducting any proceeding for any remedy available to the Trustee as a holder of CRB Certificates. Notwithstanding the foregoing, the Trustee shall in no event exercise any of its rights as a Collateral Holder in an manner inconsistent with the terms of paragraphs (d) and (e) of this Section 5.01. (d) In the event that (i) the Trustee has the right to vote or give consent in respect of the CRB Certificates or receives a request from the trustee or the issuer of the CRB Certificates for its consent to any amendment, modification or waiver under any document relating to the CRB Certificates, or receives any other solicitation for any action with respect to the CRB Certificates, (ii) the Depositor notifies the Trustee of its determination that taking any such action is primarily intended to maintain the initial value or credit rating of the CRB Certificates, and any additional consequences that might arise as a result of taking any such action are incidental, and (iii) either (A) the CRB Certificate are in default, (B) the Depositor notifies the Trustee of its determination that the CRB Certificates will probably have their credit rating downgraded (or be in default) in the reasonably foreseeable future absent such action or (C) the Depositor delivers to the Trustee an opinion of tax counsel to the effect that the Trust will continue to qualify as a grantor trust under the Code if any such action were to be taken, then, (x) the Trustee shall mail a notice of such proposed action, including a description thereof, to each Certificateholder of record as of such date, (y) the Trustee shall request instructions from the Certificateholders as to whether or not to take such further action and (z) the Trustee shall vote, give consent or otherwise act as directed Collateral Holder with respect to a particular matter in the same proportion as the Certificates of the Trust were actually voted with respect to such matter (or, if such a proportional action is not permitted, in accordance with the instructions of Holders of a Majority in Interest of the Certificates) as of a date determined by the Trustee prior to the date on which such action is required, provided that the Trustee shall have no liability for any failure to act resulting from Certificateholders' late return of, or failure to return, directions requested by the Trustee from the Certificateholders. If each of the conditions set forth in clauses (ii) and (iii) of the next preceding sentence are not satisfied, then the Trustee shall abstain from taking any action with respect to any vote, consent or other action that is referred to in clause (i) of the next preceding sentence. (e) Notwithstanding anything to the contrary contained herein, the Trustee shall be under no obligation to exercise or enforce any of the rights or powers vested in it by this Agreement or as the Collateral Holder, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee in compliance with such request, order or direction or if such request, order or direction is in conflict with any rule of law or this Agreement. In the event of any default under this Agreement by the Depositor or any default under the CRB Certificates, subject to compliance with paragraph (d) above, the Trustee may in its discretion proceed to protect and enforce the rights of Certificateholders by any action, suit or proceeding deemed proper by the Trustee which is not inconsistent with any request or direction by the Holders of a Majority in Interest of the Certificates of each Class affected thereby. (f) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its misconduct or from liability for any negligent action or any negligent failure to perform its obligations act in compliance with this Agreementrespect of the Trust Property, the CRB Certificates or the Pooling and Servicing Agreement in any liability that would be imposed by reason of its willful misfeasance or bad faithcapacity other than as Trustee; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable, individually or as Trustee, liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith or negligence on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions certificates, opinions, documents and other statements furnished to the Trustee and conforming that conform on their face to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) the Trustee shall not, individually or as Trustee, not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee Trustee, unless it shall be proved that the Trustee was negligent or acted in bad faith or with willful misfeasance;ascertaining the pertinent facts; and (iii) the Trustee shall not be liable, individually or as Trustee, personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith and believed by it to be authorized or within its discretion or authority hereunder or in accordance with the direction of the Holders in accordance with this Agreement of Certificates evidencing Percentage Interests aggregating not less than 66- 2/3% of all the Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the person providing such Agreement of such non-conformance, and if instrument corrected. If the instrument is not corrected to the its satisfactionsatisfaction of the Trustee, the Trustee will shall provide notice thereof to the Certificateholders Certificateholders, the Certificate Insurer and any NIMS Insurer and will, at the expense of the Trust Fund, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the Certificateholders, the Certificate Insurer or any NIMS Insurer. On each Distribution Date, the Trustee, as Paying Agent, shall make monthly distributions the Certificateholders from funds in the Distribution Account, the Basis Risk Reserve Fund, the Yield Maintenance Account and the Final Maturity Reserve Account, as applicable, in each case as provided in Sections 5.01, 5.07, 5.09 and 5.10 herein. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable, individually or as Trustee, liable except for the performance of such of its duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) the Trustee shall not, individually or as Trustee, not be liable for an 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 or acted in bad faith or with willful misfeasanceinvestigating the facts related thereto; (iii) the Trustee shall not be liable, individually or as Trustee, personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the consent or at the direction of the Certificate Insurer, any NIMS Insurer or Holders in accordance with this Agreement of Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Trusteethis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Trustee under this Agreement; and; (iv) the Trustee shall not be responsible for any act or omission of the acts Servicer (except in its capacity as successor servicer to the extent provided in Section 7.02(a)), the Depositor, the Seller or omissions the Custodian; and (v) the Trustee shall not be charged with knowledge of any Servicer Event of Default unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice at the Corporate Trust Office of such Event of Default. The Trustee shall not appoint any SubservicerSubcontractor without receiving the prior written consent of the Depositor to appoint any Subcontractor, which consent shall not be unreasonably withheld. If the Trustee appoints a Subcontractor without receiving such prior written consent, the Trustee shall be deemed to be in breach of this Agreement and may be removed by the Depositor. The Trustee shall promptly notify the Depositor and the Sponsor of knowledge thereof (i) of any legal proceedings pending against the Trustee of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Trustee shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the responsible parties listed on Exhibit O. On or before March 1 of each year, the Depositor shall distribute the information on Exhibit O to the Trustee. The Trustee shall not be required to expend or risk its own funds or otherwise incur financial or other liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it being understood that against such risk or liability is not assured to it, and none of the provisions contained in this Agreement shall not in any event require the Trustee to perform, or be construed to render responsible for the manner of performance of, any of them agents the obligations of one anotherthe Servicer under the Servicing Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of the Servicing Agreement.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" 18.2.1 The Trustee shall be deemed to include LaSalle Bank National Association, represent the Bondholders in its capacity as Supplemental Interest Trust Trustee under this Agreementaccordance with the Finance Documents. However, the Cap Contract Trustee is not responsible for the execution or enforceability of the Finance Documents or for any discrepancy between the indicative terms and conditions described in any marketing material presented to the Bondholders prior to issuance of the Bonds and the Swap Agreementprovisions of these Bond Terms. 18.2.2 When acting in accordance with the Finance Documents, and in respect thereof the Supplemental Interest Trust Trustee is always acting with binding effect on behalf of the Bondholders. The Trustee shall have all act in the best interest of the rightsBondholders as a group and carry out its duties under the Finance Documents in a reasonable, protectionsproficient and professional manner, immunities with reasonable care and benefits skill. 18.2.3 The Trustee is not obligated to assess or monitor the financial condition of the Trustee. The Trustee, prior Issuer or any other Group Company unless to the occurrence of an Event of Default extent expressly set out in these Terms and after the curing of all Events of Default that may have occurredConditions, shall undertake or to perform such duties and only such duties as are specifically set forth in this Agreement. In case an take any steps to ascertain whether any Event of Default has occurred and remains uncuredoccurred. Until it has actual knowledge to the contrary, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an is entitled to assume that no Event of Default has occurred. 18.2.4 The Trustee is entitled to take such steps that it, in its sole discretion, considers necessary or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed advisable to protect and enforce its rights and the rights of the Certificateholders under this Agreement Bondholders in all matters pursuant to the terms of the Finance Documents. The Trustee may submit any instructions received by it from the Bondholders to a suitBondholders' Meeting before the Trustee takes any action pursuant to the instruction. 18.2.5 The Trustee is entitled to delegate its duties to other professional parties, action or proceeding in equity or at law or otherwise, whether but the Trustee shall remain liable for the specific performance actions of any covenant or agreement contained in this agreement or in aid such parties under the Finance Documents. 18.2.6 The Trustee shall treat all Bondholders equally and, when acting pursuant to the Finance Documents, act with regard only to the interests of the execution of Bondholders and shall not be required to have regard to the interests or to act upon or comply with any power granted in this Agreement direction or for the enforcement request of any other legalperson, equitable or other remedy, than as explicitly stated in the Trustee, being advised Finance Documents. 18.2.7 The Trustee is entitled to engage external experts when carrying out its duties under the Finance Documents. The Issuer shall on demand by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. The Trustee, upon receipt of pay all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the Certificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability costs for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) prior to external experts engaged after the occurrence of an Event of Default, and after or for the curing purpose of all such Events investigating or considering (i) an event or circumstance which the Trustee reasonably believes is or may lead to an Event of Default that or (ii) a matter relating to the Issuer or the Transaction Security which the Trustee reasonably believes may have occurred, be detrimental to the duties and obligations interests of the Bondholders under the Finance Documents. Any compensation for damages or other recoveries received by the Trustee from external experts engaged by it for the purpose of carrying out its duties under the Finance Documents shall be determined solely by distributed in accordance with Clause 11.2.1. 18.2.8 The Trustee shall, as applicable, enter into agreements with the express provisions CSD, and comply with such agreement and regulations applicable to the Trustee, as may be necessary in order for the Trustee to carry out its duties under the Finance Documents. 18.2.9 Notwithstanding any other provision of this Agreementthe Finance Documents to the contrary, the Trustee shall is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation. 18.2.10 If in the Trustee’s reasonable opinion the cost, loss or liability which it may incur (including reasonable fees to the Trustee) in complying with instructions of the Bondholders, or taking any action at its own initiative, will not be liable, individually or as Trustee, except for covered by the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee andIssuer, the Trustee may conclusively relyrefrain from acting in accordance with such instructions, or taking such action, until it has received such funding or indemnities (or adequate Security has been provided therefore) as it may reasonably require. 18.2.11 The Trustee shall give a notice to the truth Bondholders (i) before it ceases to perform its obligations under the Finance Documents by reason of the statements and non-payment by the correctness Issuer of the opinions expressed therein, upon any certificates fee or opinions furnished indemnity due to the Trustee and conforming to under the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; Finance Documents or (ii) if it refrains from acting for any reason described in Clause 18.2.10. 18.2.12 The Trustee may instruct the Trustee shall notCSD to split the Bonds to a lower nominal amount in order to facilitate partial redemptions, individually or as Trustee, be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers restructuring of the Trustee unless the Trustee was negligent Bonds or acted in bad faith or with willful misfeasance; (iii) the Trustee shall not be liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders in accordance with this Agreement 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; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one anotherother situations.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust The Trustee shall have all of perform or cause its agents or subcustodians to perform the rights, protections, immunities and benefits of the Trustee. The Trustee, prior following duties with respect to the occurrence of an Event of Default and after Trust Fund: (a) Hold the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth property in this Agreement. In case an Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights safekeeping facilities of the Trustee and or of other custodian banks or clearing corporations, in the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders United States or other instruments furnished to the Trustee elsewhere; provided that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the Certificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liableresponsible for any losses resulting from the deposit or maintenance of securities or other property (in accordance with market practice, individually custom or regulation) with any recognized foreign or domestic clearing facility, book entry system, centralized depository, or similar organization, including international depositories such as Trustee, except for the performance of such duties Euroclear and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderClearstream; (iib) the Trustee shall not, individually or as Trustee, be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee unless the Trustee was negligent or acted in bad faith or with willful misfeasance; (iii) the Trustee shall not be liable, individually or as Trustee, with respect Collect income payable to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders in accordance with this Agreement relating and distributions due to the timeTrust Fund and sign on the Trust Fund’s behalf any declarations, method affidavits, certificates of ownership required to collect income 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 Agreementprincipal payments; and (iv) provided that the Trustee shall not be responsible for the acts failure to receive payment of (or omissions late payment of) distributions with respect to securities or other property of the Trust Fund; (c) Subject to the timely receipt of notice from an issuer or Authorized Party, collect proceeds from securities, certificates of deposit or other investments which may mature or be called; (d) Forward to the Authorized Party designated by the Company proxies or ballots received for any stocks, bonds or other securities held in the Trust Fund in a form to enable the Authorized Party to effect the voting of proxies, excluding bankruptcy matters to which the Trustee’s duties are set forth in Section (f) below; (e) Submit or cause to be submitted to the Company or the Investment Manager, as designated by the Company, information received by the Trustee, or summaries of information, regarding ownership rights pertaining to property held in the Trust Fund, in accordance with the Trustee’s practices, excluding bankruptcy matters to which the Trustee’s duties are set forth in Section (f) below; (f) Forward to the Authorized Party designated by the Named Fiduciary an initial notice of bankruptcy cases relating to securities held in the Trust Fund and a notice of any Servicer required action related to such bankruptcy cases as may be actually received by the Trustee. No further action or notification related to the bankruptcy case shall be required absent the specific agreement of the parties hereto; (g) Attend to corporate actions with respect to which no discretionary decision is required; (h) Report the value of the Trust Fund as of such dates as the Company and the Trustee may agree upon, in accordance with methods consistently followed and uniformly applied. In reporting the value of the Trust Fund, the Trustee, in accordance with the Trustee’s then current practices, shall obtain and rely upon prices and quotes from pricing sources or, if such prices or quotes are unavailable from sources utilized by the Trustee in accordance with its then current practices, from the Company, an Investment Manager or other Authorized Party, and shall be without liability or responsibility for any Subservicerloss occasioned by such reliance. Notwithstanding the foregoing, it being understood that this Agreement in accordance with the Trustee’s then current pricing practices, the Company, an Investment Manager or other Authorized Party may direct the Trustee as to a price or quote to be used, and the Trustee shall not be construed fully protected when relying upon such direction and when utilizing any such price or quote; and (i) Render statements for such periods as agreed by the parties with respect to render any of them agents of one anotherthe Trust Fund for property held therein, to an Authorized Party or its designee.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to before the occurrence of an a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an a Master Servicer Event of Default Termination has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights Each of the Trustee and the Certificateholders. The TrusteeTrust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee it that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they conform on their face to are in the requirements of form required by this Agreement. If Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such instrument Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is found not to conform on its face to in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the requirements Trustee or the Trust Administrator, respectively, and such notice references any of this Agreement in a material mannerthe Certificates, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfactionTrust, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the CertificateholdersREMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) The duties and obligations of the Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of an a Servicer Event of DefaultDefault or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default that or Master Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable, individually or as Trustee, liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or Fremont 2005-A Pooling & Servicing Agreement 134 obligations shall be read into this Agreement against the Trustee or the Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming it that conform to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) Neither the Trustee nor the Trust Administrator shall not, individually or as Trustee, be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent or acted in bad faith or with willful misfeasance; (iii) ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall not be liable, individually or as Trustee, personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders in accordance with this Agreement of Certificates entitled to at least 25% of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the TrusteeTrustee or the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default and after the curing of all Events any such Master Servicer Event of Default that may have occurredDefault, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this the Trust Agreement. In case an Notwithstanding anything to the contrary herein, the appointment by the Trustee of ▇▇▇▇▇ Fargo Bank, N.A. as Securities Administrator to perform the duties and obligations specifically set forth in Sections 2.03, 3.01, 3.02, 3.03, 3.05, 4.01, 4.03, 4.04, 5.02, 5.03, 5.04, 5.08, 7.01, 7.02 and 10.03 hereof, and any other duties and obligations as may be set forth in a letter agreement between ▇▇▇▇▇ Fargo Bank, N.A. and the Trustee, shall not release the Trustee from its duty to perform such duties and obligations hereunder. During a Master Servicer Event of Default relating to the Trustee of which a Responsible Officer of the Trustee has occurred and remains uncurednotice, the Trustee shall exercise such of the rights and powers vested in it by this the Trust Agreement and use the same degree of care and skill in its their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person's Person’s own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the The Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments created by any Person other than itself and furnished to the Trustee that it which are specifically required to be furnished pursuant to any provision of this the Trust Agreement, Custodial Agrreement, Servicing Agreement, Sale Agreement or Assignment Agreement shall examine them to determine whether they conform on their face to the requirements of this Agreementsuch agreement; provided, however, that the Trustee shall not be under any duty to recalculate, verify or recompute the information provided to it hereunder by the Servicer or the Depositor. If any such instrument is found not to conform on its face to the requirements of this Agreement such agreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the person providing such Agreement of such non-conformanceinstrument corrected, and if the instrument is not corrected to the its satisfaction, the Trustee then it will provide notice thereof to the Certificateholders other and take such further action as directed by to the Certificateholders. No provision of this the Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (ia) prior Prior to the occurrence of an any Master Servicer Event of Default, Default and after the curing of all of such Events of Default that may have occurredDefault, the respective duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreementthe Trust Agreement (including the obligation, if any, of the Trustee to enforce each Servicing Agreement against the related Servicer, each Custodial Agreement against the related Custodian, each Sale Agreement against the related Seller, each Assignment Agreement against GSMC and otherwise to act as owner under such agreements for the benefit of the Certificateholders), the Trustee shall not be liable, individually or as Trustee, liable except for the performance of such the respective duties and obligations as are specifically set forth in this the Trust Agreement, no implied covenants or obligations shall be read into this the Trust Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming that conform to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderTrust Agreement; (iib) the The Trustee shall not, individually or as Trustee, not be personally liable for an error of judgment made in good faith by a Responsible an Officer or Responsible Officers of the Trustee unless it shall be proved that the Trustee was negligent or acted in bad faith or with willful misfeasanceascertaining the pertinent facts; (iiic) the The Trustee shall not be liable, individually or as Trustee, personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to at least 25% of the Holders in accordance with this Agreement Voting Rights 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 the Trust Agreement; (d) Any determination of negligence, bad faith, willful misconduct or breach of conduct of the Trustee under this Agreementshall be made only upon a finding that there is clear and convincing evidence (and not upon the mere preponderance of evidence) thereof in a proceeding before a court of competent jurisdiction in which the Trustee has had an opportunity to defend; and (ive) In no event shall the Trustee shall not be responsible held liable for the acts actions or omissions of any Master Servicer, Securities Administrator, Credit Risk Advisor, Servicer or Custodian (excepting the Trustee’s own actions as Master Servicer, Securities Administrator, Servicer or Custodian). Prior to the occurrence of any SubservicerEvent of Default and after the curing of all such Events of Default, it being understood that this other than those obligations assumed by the Trustee as successor Servicer under Article VII, no provision of the Trust Agreement shall not be construed require the Trustee to render expend or risk its own funds or otherwise incur any financial liability in the performance of any of them agents its duties hereunder, or in the exercise of one anotherany of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it unless such risk or liability relates to duties set forth herein.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the person providing such Agreement of such non-conformance, and if instrument corrected. If the instrument is not corrected to the its satisfactionsatisfaction of the Trustee, the Trustee will shall provide notice thereof to the Certificateholders and any NIMS Insurer and will, at the expense of the Trust Fund, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the CertificateholdersCertificateholders or any NIMS Insurer. On each Distribution Date, the Trustee, as Paying Agent, shall make monthly distributions the Certificateholders from funds in the Distribution Account, the Basis Risk Reserve Fund, the Yield Maintenance Account and the Final Maturity Reserve Account, as applicable, in each case as provided in Sections 5.01, 5.07, 5.09, 5.12 and 10.01 herein. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable, individually or as Trustee, liable except for the performance of such of its duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) the Trustee shall not, individually or as Trustee, not be liable for an 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 or acted in bad faith or with willful misfeasanceinvestigating the facts related thereto; (iii) the Trustee shall not be liable, individually or as Trustee, personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the consent or at the direction of the any NIMS Insurer or Holders in accordance with this Agreement of Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Trusteethis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Trustee under this Agreement; and; (iv) the Trustee shall not be responsible for any act or omission of the acts Servicer (except in its capacity as successor servicer to the extent provided in Section 7.02(a)), the Depositor, the Seller or omissions the Custodian; and (v) the Trustee shall not be charged with knowledge of any Servicer Event of Default unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice at the Corporate Trust Office of such Event of Default. The Trustee shall not appoint any SubservicerSubcontractor without receiving the prior written consent of the Depositor to appoint any Subcontractor, which consent shall not be unreasonably withheld. If the Trustee appoints a Subcontractor without receiving such prior written consent, the Trustee shall be deemed to be in breach of this Agreement and may be removed by the Depositor. The Trustee shall promptly notify the Depositor and the Sponsor of knowledge thereof (i) of any legal proceedings pending against the Trustee of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Trustee shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the responsible parties listed on Exhibit O. On or before March 1 of each year, the Depositor shall distribute the information on Exhibit O to the Trustee. The Trustee shall not be required to expend or risk its own funds or otherwise incur financial or other liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it being understood that against such risk or liability is not assured to it, and none of the provisions contained in this Agreement shall not in any event require the Trustee to perform, or be construed to render responsible for the manner of performance of, any of them agents the obligations of one anotherthe Servicer under the Servicing Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of the Servicing Agreement.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust 9.1 The Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in Transaction Documents to which it by this Agreement and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur Issuer is a party and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the Certificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable, individually or as Trustee, except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement Deed or such other documents against the Trustee andTrustee. In the event that the Issuer fails to perform any of its obligations under any Transaction Document to which it is a party, the Trustee may conclusively rely, as shall to the truth extent practicable cause such obligations to be performed in accordance therewith. In the event of any inconsistency between the Conditions on the one hand and any of the statements and other Transaction Documents on the correctness of other, the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;Conditions shall prevail. (ii) the Trustee shall not, individually or as Trustee, be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers 9.2 Each of the Trustee unless (before the Trustee was negligent or acted delegation referred to in bad faith or with willful misfeasance; Clause 8.1 becomes effective) and the Delegate (iiiafter the delegation referred to in Clause 8.1 becomes effective) undertakes to cause all income from the Trustee shall not Issuer Trust Property to be liable, individually or as Trustee, with respect distributed (subject to any action taken, suffered withholding or omitted deduction required to be taken by it made for or on account of Tax, including any FATCA Deduction), and all payments in good faith respect of the Certificates to be made, in accordance with the direction of the Holders Conditions, always subject to and in accordance with this Agreement relating to the timeapplicable Issuer Priorities of Payments. 9.3 The Trustee shall hold available for inspection without cost by the Delegate (or any person appointed by the Delegate) and the Certificateholders at its Specified Office during normal business hours on any day (excluding Saturdays, method Sundays and place public holidays) copies of conducting the following documents: (a) the constitutional documents of the Issuer; (b) the most recently prepared annual financial statements of the Issuer, if any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Agreementare prepared; and (ivc) those Transaction Documents listed in the Conditions as being available for inspection, together with any agreements or documents amending the terms thereof. 9.4 None of the provisions contained in this Deed shall require the Trustee shall not to do anything which may (a) be responsible for illegal or contrary to applicable law or regulation or (b) cause it to expend or risk its own funds or otherwise incur any Liability in the acts or omissions performance of any Servicer of its duties or any Subservicer, it being understood that this Agreement shall not be construed to render in the exercise of any of them agents its rights, powers or discretions, if it shall have reasonable grounds for believing that the repayment of one anothersuch funds or adequate indemnity against such risk or Liability is not reasonably assured to it. 9.5 At any time, any notice received by the Trustee that has not also been sent to the Delegate and that relates to any matter that has been delegated to the Delegate pursuant to this Deed shall promptly be forwarded to the Delegate by the Trustee.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the person providing such Agreement of such non-conformance, and if instrument corrected. If the instrument is not corrected to the its satisfactionsatisfaction of the Trustee, the Trustee will shall provide notice thereof to the Certificateholders and any NIMS Insurer and will, at the expense of the Trust Fund, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the CertificateholdersCertificateholders or any NIMS Insurer. On each Distribution Date, the Trustee, as Paying Agent, shall make monthly distributions the Certificateholders from funds in the Distribution Account, the Basis Risk Reserve Fund, the Yield Maintenance Account and the Final Maturity Reserve Account, as applicable, in each case as provided in Sections 5.01, 5.07, 5.09 and 5.10 herein. 128 No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable, individually or as Trustee, liable except for the performance of such of its duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) the Trustee shall not, individually or as Trustee, not be liable for an 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 or acted in bad faith or with willful misfeasanceinvestigating the facts related thereto; (iii) the Trustee shall not be liable, individually or as Trustee, personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the consent or at the direction of the any NIMS Insurer or Holders in accordance with this Agreement of Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Trusteethis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Trustee under this Agreement; and; (iv) the Trustee shall not be responsible for any act or omission of the acts Servicer (except in its capacity as successor servicer to the extent provided in Section 7.02(a)), the Depositor, the Seller or omissions the Custodian; and (v) the Trustee shall not be charged with knowledge of any Servicer Event of Default unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice at the Corporate Trust Office of such Event of Default. The Trustee shall not appoint any SubservicerSubcontractor without receiving the prior written consent of the Depositor to appoint any Subcontractor, which consent shall not be unreasonably withheld. If the Trustee appoints a Subcontractor without receiving such prior written consent, the Trustee shall be deemed to be in breach of this Agreement and may be removed by the Depositor. The Trustee shall promptly notify the Depositor and the Sponsor of knowledge thereof (i) of any legal proceedings pending against the Trustee of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Trustee shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the responsible parties listed on Exhibit O. On or before March 1 of each year, the Depositor shall distribute the information on Exhibit O to the Trustee. 129 The Trustee shall not be required to expend or risk its own funds or otherwise incur financial or other liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it being understood that against such risk or liability is not assured to it, and none of the provisions contained in this Agreement shall not in any event require the Trustee to perform, or be construed to render responsible for the manner of performance of, any of them agents the obligations of one anotherthe Servicer under the Servicing Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of the Servicing Agreement.

Duties of the Trustee. For purposes of The Trustee hereby accepts the trusts imposed upon it by this Article VIIIIndenture and agrees to perform said trusts, references but only upon and subject to "Trustee" the following express terms and conditions, and no implied covenants or obligations shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under read into this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of Indenture against the Trustee. : (a) The Trustee, prior to the occurrence of an Event of Default under this Indenture and after the curing of all Events of Default that which may have occurredoccurred under this Indenture, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this AgreementIndenture. In case an Event of Default under this Indenture has occurred and remains uncured(which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Agreement Indenture, and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the . (b) The Trustee shall, at the written direction may execute any of the majority trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees but shall be answerable for the conduct of the Certificateholderssame in accordance with the standard specified above and in Section 8.1(g), and shall be entitled to act upon the advice or may, proceed to protect and enforce its rights an Opinion of Counsel concerning all matters of trust hereof and the rights duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the advice or Opinion of Counsel and shall not be responsible for any loss or damage resulting from any action or, nonaction taken by or omitted to be taken in good faith in reliance upon the Certificateholders under this Agreement by a suit, action advice or proceeding in equity or at law or otherwise, whether such Opinion of Counsel. (c) The Trustee shall not be responsible for the specific performance of any covenant or agreement contained in this agreement recital herein or in aid the Certificates (except in respect of the execution of any power granted in this Agreement the Certificates on behalf of the Trustee), or for the enforcement recording or rerecording, filing or refiling of the Lease or this Indenture or any amendments or supplements thereto or hereto or instruments of further assurance or any financing statements (other than continuation statements) in connection therewith, or for insuring the 2025 Leased Property, or collecting any insurance moneys or for the validity of the execution by the Corporation of this Indenture or of any other legalamendments or supplements hereto or instruments of further assurance, equitable or other remedyfor the sufficiency of the security for the Certificates executed and delivered hereunder or intended to be secured hereby, as or for the Trustee, being advised by counsel and subject value of or title to the foregoing2025 Leased Property, and the Trustee shall deem most effectual not be bound to protect ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Corporation or the District, except as provided herein; but the Trustee may require of the Corporation or the District full information and enforce advice as to the performance of the covenants, conditions and agreements aforesaid. The Trustee shall have no obligation to perform any of the rights duties of the Trustee District under the Lease; and the CertificateholdersTrustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Article V hereof. (d) The Trustee makes no representations as to the value or condition of the Trust Estate or any part thereof (except for funds or investments held by the Trustee), or as to the validity or sufficiency of this Indenture or the Certificates. The Trustee shall not be accountable for the use of any Certificates delivered to the Initial Purchasers hereunder. The Trustee, in its individual or any other capacity, may become the owner of Certificates with the same rights which it would have if not Trustee. (e) The Trustee may rely and shall be protected in acting or refraining from acting upon receipt of all resolutionsany notice, certificatesrequest, statementsconsent, opinionscertificate, reportsorder, documentsaffidavit, orders letter, telegram or other instruments furnished paper or document believed to be genuine and correct and to have been signed or sent by the proper Person or Persons. The Trustee may rely conclusively on any such certificate or other paper or document and shall not be required to make any independent investigation in connection therewith. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any Person who at the time of making such request or giving such authority or consent is the owner of any Certificate shall be conclusive and binding upon any Certificates executed and delivered in place thereof. (f) As to the Trustee that are specifically required existence or nonexistence of any fact or as to be furnished pursuant to the sufficiency or validity of any provision instrument, paper or proceeding, or whenever in the administration of this AgreementIndenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If suffering or omitting any such instrument is found not to conform on its face to the requirements of this Agreement in a material manneraction hereunder, the Trustee shall notify be entitled to rely upon a certificate signed on behalf of the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed Corporation by the Certificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this AgreementCorporation Representative, or any liability that would on behalf of the District by the District Representative or such other Person as may be imposed designated for such purpose by reason the District, as sufficient evidence of its willful misfeasance or bad faith; providedthe facts therein contained, howeverand, that: (i) prior to the occurrence of an Event of DefaultDefault of which the Trustee has been notified as provided in subsection (h) of this Section or of which by said subsection it is deemed to have notice, and after shall also be at liberty to accept a similar certificate to the curing of all effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such Events of Default that may have occurredfurther evidence deemed necessary or advisable, but shall in no case be bound to secure the duties and obligations same. (g) The permissive right of the Trustee to do things enumerated in this Indenture shall not be determined solely by the express provisions of this Agreement, construed as a duty and the Trustee shall not be liableanswerable for other than its negligence or willful misconduct, individually and shall not be answerable for any negligent act of its attorneys, agents, receivers or as Trusteeemployees which have been selected with due care. (h) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder except failure by the District to cause to be made any of the payments to the Trustee required to be made by Article III hereof and Article VI of the Lease, except for unless the performance Trustee shall be specifically notified in writing of such duties Event of Default by the Corporation, the District, or by the owners of at least 25% in aggregate principal amount of Certificates then Outstanding, and obligations as are specifically set forth in all notices or other instruments required by this Agreement, no implied covenants or obligations shall Indenture to be read into this Agreement against delivered to the Trustee must, in order to be effective, be delivered as provided in Section 10.9 hereof and, in the absence of such notice so delivered, the Trustee may conclusively relyassume there is no Event of Default except as aforesaid. (i) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust in the manner and for the purposes for which they were received but need not be segregated from other funds except to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates extent required by this Indenture or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) the Trustee shall not, individually or as Trustee, be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee unless the Trustee was negligent or acted in bad faith or with willful misfeasance; (iii) the law. The Trustee shall not be liable, individually or under any liability for interest on any moneys received hereunder except such as may be agreed upon. (j) At any and all reasonable times the Trustee, with and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right, but shall not be required, to inspect any and all of the 2025 Leased Property and Certificates, including all books, papers and records of the Corporation or the District pertaining to the 2025 Leased Property and the Certificates. (k) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (l) Notwithstanding anything in this Indenture to the contrary, the Trustee shall have the right, but shall not be required, to demand in respect of the delivery of any Certificates, the withdrawal of any cash, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required, as a condition of such action by the Trustee. (m) Before taking any action hereunder, the Trustee may require that satisfactory indemnity be furnished to it for the reimbursement of all expenses which it may incur, including reasonable attorneys' fees, and to protect it against all liability, except liability which may result from its negligence or willful misconduct, by reason of any action so taken. (n) Notwithstanding any other provision of this Indenture to the contrary, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders in accordance with this Agreement any provision relating to the timeconduct of, method intended to provide authority to act, right to payment of fees and place of conducting any proceeding for any remedy available expenses, protection, immunity and indemnification to the Trustee, shall be interpreted to include any action of the Trustee, whether it is deemed to be in its capacity as Trustee, registrar, or exercising paying agent. (o) The Trustee may inform any trust or power conferred upon Owner of any material environmental hazards that the Trustee under this Agreement; and (iv) has reason to believe exist, and the Trustee shall not be responsible has the right to take no further action and, in such event no fiduciary duty exists which imposes any obligation for further action with respect to the acts or omissions of any Servicer Trust Estate or any Subservicerportion thereof if the Trustee, it being understood in its individual capacity, determines that this Agreement shall any such action would materially and adversely subject the Trustee to environmental or other liability for which the Trustee has not be construed to render any of them agents of one anotherbeen adequately indemnified.

Duties of the Trustee. For purposes of this Article VIII, references (a) The Trustee undertakes to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to --------------------- perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains uncured, the The Trustee shall have the authority to exercise such of the rights and powers vested in it by this Agreement and use the same degree Agreement. Any permissive right of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted set forth in this Agreement or for the enforcement of any other legal, equitable or other remedy, shall not be construed as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. a duty. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that which are specifically required to be furnished to it pursuant to any provision of this Agreement or to it in its capacity as Collateral Holder pursuant to the Pooling and Servicing Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement or the pooling and Servicing Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement or the Pooling and Servicing Agreement in a material manner, the Trustee shall notify the person providing take such Agreement action as a Majority in Interest of such non-conformanceCertificateholders shall direct, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Depositor, the Certificateholders and each Rating Agency. (c) In the event of a default in respect of the CRB Certificates, the Trustee shall proceed to enforce its rights as a holder of the CRB Certificates under the Pooling and Servicing Agreement, unless otherwise directed by a Majority in Interest of each Class of Certificates affected thereby. The Trustee may, in its discretion, and will, if so directed by a Majority in Interest of each Class of Certificates affected thereby, proceed to enforce any rights which it may have as a holder of CRB Certificates. In addition, a Majority in Interest of each Class of Certificates may together direct the time, method and place of conducting any proceeding for any remedy available to the Trustee as a holder of CRB Certificates. Notwithstanding the foregoing, the Trustee shall in no event exercise any of its rights as a Collateral Holder in an manner inconsistent with the terms of paragraphs (d) and (e) of this Section 5.01. (d) In the event that (i) the Trustee has the right to vote or give consent in respect of the CRB Certificates or receives a request from the trustee or the issuer of the CRB Certificates for its consent to any amendment, modification or waiver under any document relating to the CRB Certificates, or receives any other solicitation for any action with respect to the CRB Certificates, (ii) the Depositor notifies the Trustee of its determination that taking any such action is primarily intended to maintain the initial value or credit rating of the CRB Certificates, and any additional consequences that might arise as a result of taking any such action are incidental, and (iii) either (A) the CRB Certificate are in default, (B) the Depositor notifies the Trustee of its determination that the CRB Certificates will probably have their credit rating downgraded (or be in default) in the reasonably foreseeable future absent such action or (C) the Depositor delivers to the Trustee an opinion of tax counsel to the effect that the Trust will continue to qualify as a grantor trust under the Code if any such action were to be taken, then, (x) the Trustee shall mail a notice of such proposed action, including a description thereof, to each Certificateholder of record as of such date, (y) the Trustee shall request instructions from the Certificateholders as to whether or not to take such further action and (z) the Trustee shall vote, give consent or otherwise act as directed Collateral Holder with respect to a particular matter in the same proportion as the Certificates of the Trust were actually voted with respect to such matter (or, if such a proportional action is not permitted, in accordance with the instructions of Holders of a Majority in Interest of the Certificates) as of a date determined by the Trustee prior to the date on which such action is required, provided that the Trustee shall have no liability for any failure to act resulting from Certificateholders' late return of, or failure to return, directions requested by the Trustee from the Certificateholders. If each of the conditions set forth in clauses (ii) and (iii) of the next preceding sentence are not satisfied, then the Trustee shall abstain from taking any action with respect to any vote, consent or other action that is referred to in clause (i) of the next preceding sentence. (e) Notwithstanding anything to the contrary contained herein, the Trustee shall be under no obligation to exercise or enforce any of the rights or powers vested in it by this Agreement or as the Collateral Holder, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee in compliance with such request, order or direction or if such request, order or direction is in conflict with any rule of law or this Agreement. In the event of any default under this Agreement by the Depositor or any default under the CRB Certificates, subject to compliance with paragraph (d) above, the Trustee may in its discretion proceed to protect and enforce the rights of Certificateholders by any action, suit or proceeding deemed proper by the Trustee which is not inconsistent with any request or direction by the Holders of a Majority in Interest of the Certificates of each Class affected thereby. (f) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its misconduct or from liability for any negligent action or any negligent failure to perform its obligations act in compliance with this Agreementrespect of the Trust Property, the CRB Certificates or the Pooling and Servicing Agreement in any liability that would be imposed by reason of its willful misfeasance or bad faithcapacity other than as Trustee; provided, however, that:: -------- ------- (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable, individually or as Trustee, liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith or negligence on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions certificates, opinions, documents and other statements furnished to the Trustee and conforming that conform on their face to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) the Trustee shall not, individually or as Trustee, not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee Trustee, unless it shall be proved that the Trustee was negligent or acted in bad faith or with willful misfeasance;ascertaining the pertinent facts; and (iii) the Trustee shall not be liable, individually or as Trustee, personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith and believed by it to be authorized or within its discretion or authority hereunder or in accordance with the direction of the Holders in accordance with this Agreement of Certificates evidencing Percentage Interests aggregating not less than 66-2/3% of all the Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the person providing such Agreement of such non-conformance, and if instrument corrected. If the instrument is not corrected to the its satisfactionsatisfaction of the Trustee, the Trustee will shall provide notice thereof to the Certificateholders and any NIMS Insurer and will, at the expense of the Trust Fund, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the CertificateholdersCertificateholders or any NIMS Insurer. On each Distribution Date, the Trustee, as Paying Agent, shall make monthly distributions the Certificateholders from funds in the Distribution Account, the Basis Risk Reserve Fund, the Yield Maintenance Account, the Class 2A-1C2 Yield Maintenance Account and the Final Maturity Reserve Account, as applicable, in each case as provided in Sections 5.01, 5.07, 5.09, 5.12 and 10.01 herein. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable, individually or as Trustee, liable except for the performance of such of its duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) the Trustee shall not, individually or as Trustee, not be liable for an 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 or acted in bad faith or with willful misfeasanceinvestigating the facts related thereto; (iii) the Trustee shall not be liable, individually or as Trustee, personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the consent or at the direction of the any NIMS Insurer or Holders in accordance with this Agreement of Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Trusteethis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Trustee under this Agreement; and; (iv) the Trustee shall not be responsible for any act or omission of the acts Servicer (except in its capacity as successor servicer to the extent provided in Section 7.02(a)), the Depositor, the Seller or omissions the Custodian; and (v) the Trustee shall not be charged with knowledge of any Servicer Event of Default unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice at the Corporate Trust Office of such Event of Default. The Trustee shall not appoint any SubservicerSubcontractor without receiving the prior written consent of the Depositor to appoint any Subcontractor, which consent shall not be unreasonably withheld. If the Trustee appoints a Subcontractor without receiving such prior written consent, the Trustee shall be deemed to be in breach of this Agreement and may be removed by the Depositor. The Trustee shall promptly notify the Depositor and the Sponsor of knowledge thereof (i) of any legal proceedings pending against the Trustee of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Trustee shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the responsible parties listed on Exhibit O. On or before March 1 of each year, the Depositor shall distribute the information on Exhibit O to the Trustee. The Trustee shall not be required to expend or risk its own funds or otherwise incur financial or other liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it being understood that against such risk or liability is not assured to it, and none of the provisions contained in this Agreement shall not in any event require the Trustee to perform, or be construed to render responsible for the manner of performance of, any of them agents the obligations of one anotherthe Servicer under the Servicing Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of the Servicing Agreement.

Duties of the Trustee. For purposes Section 4.01. The Trustee shall take such action with respect to any event of this Article VIII, references to "Trustee" default under the Mortgages as shall be deemed to include LaSalle Bank National Associationspecified in any notice of such default or enforcement event and written instructions of the Administrative Agent, in its capacity as Supplemental Interest Trust Trustee under this Agreement, but the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior not be required to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically take any action not expressly set forth in this Agreementsuch written instructions. In case an Event If the approval of Default has occurred and remains uncuredany governmental agency or body is required in order to carry out the instructions of the Administrative Agent, including, without limitation, the Trustee shall exercise such approval of the rights and powers vested in it by this Agreement and use the same degree of care and skill in its exercise as a prudent person would exercise or use MARAD under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the Certificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreementapplicable United States Maritime Laws, the Trustee shall not be liablerequired to carry out such instructions unless such approval shall have been obtained. Section 4.02. The Trustee shall not have any duty or obligation to manage, individually operate, control, use, sell, make investments in respect of, dispose of or otherwise deal with the Ships, any Ship Security Instrument or any other part of the Trust Estate or to otherwise take or refrain from taking any action under, or in connection with the Ship Security Instruments, except as expressly provided by the terms of this Trust Agreement or as Trustee, except expressly provided in written instructions received from the Administrative Agent. Except for the performance of such duties and obligations accounting for monies or things actually received by it as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) hereunder the Trustee shall nothave no duties as to any monies, individually instruments or as Trustee, be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee unless the Trustee was negligent or acted in bad faith or with willful misfeasance; (iii) the securities. The Trustee shall not be liableobligated or required, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders in accordance with and this Agreement 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; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or any Subservicer, it being understood that this Trust Agreement shall not be construed so as to render obligate or require the Trustee, to expend or risk its own funds or incur any financial responsibility in the performance of any of them agents its duties under this Trust Agreement, to file any reports or other matters with any governmental authority relating to the matters hereof other than those required to be filed by the Trustee as a depository institution, or to follow any written instructions received from any Lender or any Person other than the Administrative Agent. (a) In the event the Trustee shall be unable to act as trustee under any applicable governmental rule or regulation, the sole obligation of one anotherthe Trustee hereunder shall be to advise the Administrative Agent promptly of any such fact of which it has Actual Knowledge and to resign under this Trust Agreement, if requested by the Administrative Agent. The Trustee shall have no liability to the Administrative Agent, the Secured Creditors, the Borrower, or any other Person by reason of its failure to be or remain qualified to act under applicable law as trustee, except that the Trustee agrees to pay its own costs and expenses, including, without limitation, legal counsel fees and expenses, in connection with any resignation under this Section 4.03. (b) The Trustee shall use its best efforts to maintain itself as an approved trustee by MARAD and properly comply with all regulations of MARAD in connection therewith including, without limitation, making such reports, filings and accountings as may be required. If the Trustee learns of the occurrence of events which will or could, in its opinion, result or have resulted in its disqualification, the Trustee shall promptly so advise the Administrative Agent. Section 4.04. The Trustee shall furnish promptly to the Administrative Agent each communication received by it or a copy thereof relating to any Ship Security Instrument, but shall have no duty to act upon or reply to any such communication in the absence of written instructions from the Administrative Agent. Section 4.05. The Trustee shall keep custody of any cover notes, insurance policies, brokers' opinion letters, or other documents delivered to it from time to time as may be required by any Ship Security Instrument and shall promptly give copies thereof to the Administrative Agent. The Trustee shall have no duty to advise the Administrative Agent of its failure to receive in timely fashion any such insurance document and the responsibility of determining if any insurance document does not comply with the requirements of the Ship Security Instruments shall be solely that of the Administrative Agent.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract Agreement and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the Certificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable, individually or as Trustee, except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) the Trustee shall not, individually or as Trustee, be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee unless the Trustee was negligent or acted in bad faith or with willful misfeasance; (iii) the Trustee shall not be liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders in accordance with this Agreement 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; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or any SubservicerSubservicer (including the Special Servicer), it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the CertificateholdersCertificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the person providing such Agreement of such non-conformance, instrument corrected and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the CertificateholdersCertificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable, individually or as Trustee, except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, and the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) the Trustee shall not, individually or as Trustee, be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee unless the Trustee was negligent or acted in bad faith or with willful misfeasance;; and (iii) the Trustee shall not be liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the NIMs Insurer or the Holders in accordance with this Agreement 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; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an a Master Servicer Event of Default and after the curing of all Events any such Master Servicer Event of Default that may have occurredDefault, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this the Trust Agreement. In case an Notwithstanding anything to the contrary herein, the appointment by the Trustee of ▇▇▇▇▇ Fargo Bank, N.A. as Securities Administrator to perform the duties and obligations specifically set forth in Sections 2.03, 3.01, 3.02, 3.03, 3.05, 4.01, 4.03, 4.04, 5.02, 5.03, 5.04, 5.08, 7.01, 7.02 and 10.03 hereof, and any other duties and obligations as may be set forth in a letter agreement between ▇▇▇▇▇ Fargo Bank, N.A. and the Trustee, shall not release the Trustee from its duty to perform such duties and obligations hereunder. During a Master Servicer Event of Default relating to the Trustee of which a Responsible Officer of the Trustee has occurred and remains uncurednotice, the Trustee shall exercise such of the rights and powers vested in it by this the Trust Agreement and use the same degree of care and skill in its their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person's Person’s own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the The Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments created by any Person other than itself and furnished to the Trustee that it which are specifically required to be furnished pursuant to any provision of this the Trust Agreement, Custodial Agreement, Servicing Agreement, Sale Agreement or Assignment Agreement shall examine them to determine whether they conform on their face to the requirements of this Agreementsuch agreement; provided, however, that the Trustee shall not be under any duty to recalculate, verify or recompute the information provided to it hereunder by the Servicer or the Depositor. If any such instrument is found not to conform on its face to the requirements of this Agreement such agreement in a material manner, the Trustee shall notify take action as it deems appropriate to have the person providing such Agreement of such non-conformanceinstrument corrected, and if the instrument is not corrected to the its satisfaction, the Trustee then it will provide notice thereof to the Certificateholders other and take such further action as directed by to the Certificateholders. No provision of this the Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (ia) prior Prior to the occurrence of an any Master Servicer Event of Default, Default and after the curing of all of such Events of Default that may have occurredDefault, the respective duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreementthe Trust Agreement (including the obligation, if any, of the Trustee to enforce each Servicing Agreement against the related Servicer, each Custodial Agreement against the related Custodian, each Sale Agreement against the related Seller, each Assignment Agreement against GSMC and otherwise to act as owner under such agreements for the benefit of the Certificateholders), the Trustee shall not be liable, individually or as Trustee, liable except for the performance of such the respective duties and obligations as are specifically set forth in this the Trust Agreement, no implied covenants or obligations shall be read into this the Trust Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming that conform to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderTrust Agreement; (iib) the The Trustee shall not, individually or as Trustee, not be personally liable for an error of judgment made in good faith by a Responsible an Officer or Responsible Officers of the Trustee unless it shall be proved that the Trustee was negligent or acted in bad faith or with willful misfeasanceascertaining the pertinent facts; (iiic) the The Trustee shall not be liable, individually or as Trustee, personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to at least 25% of the Holders in accordance with this Agreement Voting Rights 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 the Trust Agreement; (d) Any determination of negligence, bad faith, willful misconduct or breach of conduct of the Trustee under this Agreementshall be made only upon a finding that there is clear and convincing evidence (and not upon the mere preponderance of evidence) thereof in a proceeding before a court of competent jurisdiction in which the Trustee has had an opportunity to defend; and (ive) In no event shall the Trustee shall not be responsible held liable for the acts actions or omissions of any Master Servicer, Securities Administrator, Credit Risk Advisor, Servicer or Custodian (excepting the Trustee’s own actions as Master Servicer, Securities Administrator, Servicer or Custodian). Prior to the occurrence of any SubservicerEvent of Default and after the curing of all such Events of Default, it being understood that this other than those obligations assumed by the Trustee as successor Servicer under Article VII, no provision of the Trust Agreement shall not be construed require the Trustee to render expend or risk its own funds or otherwise incur any financial liability in the performance of any of them agents its duties hereunder, or in the exercise of one anotherany of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it unless such risk or liability relates to duties set forth herein.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to before the occurrence of an a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an a Master Servicer Event of Default Termination has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights Each of the Trustee and the Certificateholders. The TrusteeTrust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee it that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they conform on their face to are in the requirements of form required by this Agreement. If Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such instrument Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to ▇▇▇▇▇▇▇ ▇▇.▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇-▇ ▇▇▇▇▇▇▇ & Servicing Agreement 138 Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is found not to conform on its face to in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the requirements Trustee or the Trust Administrator, respectively, and such notice references any of this Agreement in a material mannerthe Certificates, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfactionTrust, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the CertificateholdersREMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) The duties and obligations of the Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of an a Servicer Event of DefaultDefault or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default that or Master Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable, individually or as Trustee, liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming it that conform to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) Neither the Trustee nor the Trust Administrator shall not, individually or as Trustee, be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent or acted in bad faith or with willful misfeasance; (iii) ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall not be liable, individually or as Trustee, personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders in accordance with this Agreement of Certificates entitled to at least 25% of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the TrusteeTrustee or the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case (a) If an Event of Default or other default by the Servicer or the Depositor hereunder shall occur Rapid Amortization Event actually known to a Trust Officer has occurred and be is continuing, the Trustee shall, at shall (except in the written direction case of the majority receipt of directions with respect to such matter from the Certificateholders, Control Party in accordance with the terms of this Base Indenture or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding another Related Document in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as which event the Trustee, being advised by counsel ’s sole obligation will be to await such direction and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the Certificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations refrain from acting in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:accordance therewith) exercise (ib) prior to Except during the occurrence and continuance of an Event of Default, Rapid Amortization Event, Manager Termination Event or Servicer Termination Event of which a Trust Officer shall have Actual Knowledge: (i) The Trustee undertakes to perform only those duties that are specifically set forth in the Indenture or any other Related Document to which it is a party and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreementno others, the Trustee shall not be liable, individually or as Trustee, liable except for the performance of such duties and obligations as are specifically set forth in this AgreementIndenture, and no implied covenants or obligations shall be read into this Agreement the Indenture or any other Related Document against the Trustee andTrustee; and (ii) 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 any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed the Indenture and any other applicable Related Document; provided, however, in good faith the case of any such certificates or opinions which by any provision hereof are specifically required to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) the Trustee shall not, individually or as Trustee, be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee unless the Trustee was negligent or acted in bad faith or with willful misfeasance; (iii) the Trustee shall not be liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders in accordance with this Agreement relating to the time, method and place of conducting any proceeding for any remedy available furnished to the Trustee, or exercising any trust or power conferred upon the Trustee under this Agreement; and (iv) the Trustee shall be under a duty to examine such certificates or opinions to determine whether or not they conform to the requirements of the Indenture and shall promptly notify the party of any non-conformity. (c) The Trustee may not be responsible relieved from liability for its own negligent action, bad faith or willful misconduct, except that: (i) This clause (c) does not limit the acts or omissions effect of any Servicer or any Subservicer, it being understood that clause (b) of this Agreement shall not be construed to render any of them agents of one anotherSection 10.1.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing take such Agreement of such non-conformance, and if action as it deems appropriate to have the instrument is not corrected to the its satisfactioncorrected. On each Distribution Date, the Trustee will provide notice thereof Trustee, shall make monthly distributions and the final distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 5.01 and take such further action 10.01 herein. The Trustee shall provide to each of the Certificate Insurers one (1) copy of each notice, consent, certificate or report that it receives pursuant to the terms of the Servicing Agreement and is required to provide to the Certificateholders pursuant to the terms of this Agreement, as directed by well as a copy of any statements as to compliance and the Certificateholdersannual independent public accountants’ servicing report required to be delivered to the Trustee pursuant to Sections 4.4 and 4.5, respectively, of the Servicing Agreement. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable, individually or as Trustee, liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) the Trustee shall not, individually or as Trustee, not be liable for an 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 or acted in bad faith or with willful misfeasanceinvestigating the facts related thereto; (iii) the Trustee shall not be liable, individually or as Trustee, personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the consent or at the direction of the Holders in accordance with this Agreement of Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Trusteethis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Trustee under this Agreement; and; (iv) the Trustee shall not be responsible for any act or omission of the acts Servicer, the Depositor, the Seller or omissions the Custodian, or any successor Custodian; and (v) the Trustee shall not be charged with knowledge of any Servicer Event of Default unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice at the Corporate Trust Office of such Event of Default. The Trustee shall not be required to expend or risk its own funds or otherwise incur financial or other liability in the performance of any Subservicerof its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it being understood that against such risk or liability is not assured to it, and none of the provisions contained in this Agreement shall not in any event require the Trustee to perform, or be construed to render responsible for the manner of performance of, any of them agents the obligations of one anotherthe Servicer under the Servicing Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of the Servicing Agreement.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to before the occurrence of an a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an a Master Servicer Event of Default Termination has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights Each of the Trustee and the Certificateholders. The TrusteeTrust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee it that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they conform on their face to are in the requirements of form required by this Agreement. If Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such instrument Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is found not to conform on its face to in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the requirements Trustee or the Trust Administrator, respectively, and such notice references any of this Agreement in a material mannerthe Certificates, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfactionTrust, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the CertificateholdersREMICs or this Agreement. 181 No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) The duties and obligations of the Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of an a Servicer Event of DefaultDefault or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default that or Master Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable, individually or as Trustee, liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming it that conform to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) Neither the Trustee nor the Trust Administrator shall not, individually or as Trustee, be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent or acted in bad faith or with willful misfeasance; (iii) ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall not be liable, individually or as Trustee, personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders in accordance with this Agreement of Certificates entitled to at least 25% of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the TrusteeTrustee or the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to before the occurrence of an a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an a Master Servicer Event of Default Termination has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's ’s own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights Each of the Trustee and the Certificateholders. The TrusteeTrust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee it that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they conform on their face to are in the requirements of form required by this Agreement. If Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such instrument Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is found not to conform on its face to in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the requirements Trustee or the Trust Administrator, respectively, and such notice references any of this Agreement in a material mannerthe Certificates, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfactionTrust, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the CertificateholdersREMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) The duties and obligations of the Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of an a Servicer Event of DefaultDefault or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default that or Master Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable, individually or as Trustee, liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, may Fremont [200___-___] Pooling & Servicing Agreement conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming it that conform to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) Neither the Trustee nor the Trust Administrator shall not, individually or as Trustee, be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent or acted in bad faith or with willful misfeasance; (iii) ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall not be liable, individually or as Trustee, personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders in accordance with this Agreement of Certificates entitled to at least 25% of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the TrusteeTrustee or the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to before the occurrence of an a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an a Master Servicer Event of Default Termination has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's ’s own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights Each of the Trustee and the Certificateholders. The TrusteeTrust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee it that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they conform on their face to are in the requirements of form required by this Agreement. If Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such instrument Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is found not to conform on its face to in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the requirements Trustee or the Trust Administrator, respectively, and such notice references any of this Agreement in a material mannerthe Certificates, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfactionTrust, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the CertificateholdersREMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) The duties and obligations of the Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of an a Servicer Event of DefaultDefault or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default that or Master Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable, individually or as Trustee, liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, may Fremont [200___-___] Pooling & Servicing Agreement 156 conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming it that conform to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) Neither the Trustee nor the Trust Administrator shall not, individually or as Trustee, be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent or acted in bad faith or with willful misfeasance; (iii) ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall not be liable, individually or as Trustee, personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders in accordance with this Agreement of Certificates entitled to at least 25% of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the TrusteeTrustee or the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. For purposes of The Trustee hereby accepts the trusts imposed upon it by this Article VIIIIndenture and agrees to perform said trusts, references but only upon and subject to "Trustee" the following express terms and conditions, and no implied covenants or obligations shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under read into this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of Indenture against the Trustee. : (a) The Trustee, prior to the occurrence of an Event of Default under this Indenture and after the curing of all Events of Default that which may have occurredoccurred under this Indenture, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this AgreementIndenture. In case an Event of Default under this Indenture has occurred and remains uncured(which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Agreement Indenture, and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the . (b) The Trustee shall, at the written direction may execute any of the majority trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees but shall be answerable for the conduct of the Certificateholderssame in accordance with the standard specified above and in Section 8.1(g), and shall be entitled to act upon the advice or may, proceed to protect and enforce its rights an Opinion of Counsel concerning all matters of trust hereof and the rights duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the advice or Opinion of Counsel and shall not be responsible for any loss or damage resulting from any action or, nonaction taken by or omitted to be taken in good faith in reliance upon the Certificateholders under this Agreement by a suit, action advice or proceeding in equity or at law or otherwise, whether such Opinion of Counsel. (c) The Trustee shall not be responsible for the specific performance of any covenant or agreement contained in this agreement recital herein or in aid the Certificates (except in respect of the execution of any power granted in this Agreement the Certificates on behalf of the Trustee), or for the enforcement recording or rerecording, filing or refiling of the Lease or this Indenture or any amendments or supplements thereto or hereto or instruments of further assurance or any financing statements (other than continuation statements) in connection therewith except as otherwise specifically set forth herein, or for insuring the 2023 Leased Property, or collecting any insurance moneys or for the validity of the execution by the Corporation of this Indenture or of any other legalamendments or supplements hereto or instruments of further assurance, equitable or other remedyfor the sufficiency of the security for the Certificates executed and delivered hereunder or intended to be secured hereby, as or for the Trustee, being advised by counsel and subject value of or title to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance2023 Leased Property, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the Certificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liablebound to ascertain or inquire as to the performance or observance of any covenants, individually conditions or as Trusteeagreements on the part of the Corporation or the District, except for as provided herein; but the Trustee may require of the Corporation or the District full information and advice as to the performance of such duties the covenants, conditions and obligations as are specifically set forth in this Agreement, agreements aforesaid. The Trustee shall have no implied covenants or obligations shall be read into this Agreement against the Trustee and, the Trustee may conclusively rely, as obligation to the truth perform any of the statements and the correctness duties of the opinions expressed therein, upon any certificates or opinions furnished to District under the Trustee Lease; and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) the Trustee shall not, individually or as Trustee, be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee unless the Trustee was negligent or acted in bad faith or with willful misfeasance; (iii) the Trustee shall not be liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders in accordance with this Agreement 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; and (iv) the Trustee shall not be responsible or liable for the acts or omissions any loss suffered in connection with any investment of any Servicer or any Subservicer, funds made by it being understood that this Agreement shall not be construed to render any of them agents of one anotherin accordance with Article V hereof.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that which may have occurred, shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case If an Event of Default has occurred and remains uncured(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's his own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that Trustee, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify take such action as it deems appropriate to have the person providing such Agreement of such non-conformance, and if instrument corrected. If the instrument is not corrected to the its satisfactionsatisfaction of the Trustee, the Trustee will shall provide notice thereof to the Certificateholders and any NIMS Insurer and will, at the expense of the Trust Fund, which expense shall be reasonable given the scope and nature of the required action, take such further action as directed by the CertificateholdersCertificateholders or any NIMS Insurer. On each Distribution Date (or in the case of any payments to the Swap Provider, on the Swap Payment Date), the Trustee, as Paying Agent, shall make monthly distributions the Certificateholders and the Swap Provider from funds in the Distribution Account, the Basis Risk Reserve Fund, the Swap Account and the Basis Risk Cap Account as provided in Sections 5.01, 5.07 and 10.01 herein. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable, individually or as Trustee, liable except for the performance of such of its duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) the Trustee shall not, individually or as Trustee, not be liable for an 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 or acted in bad faith or with willful misfeasanceinvestigating the facts related thereto; (iii) the Trustee shall not be liable, individually or as Trustee, personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the consent or at the direction of the any NIMS Insurer or Holders in accordance with this Agreement of Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Trusteethis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Trustee under this Agreement; and; (iv) the Trustee shall not be responsible for any act or omission of the acts Servicer (except in its capacity as successor servicer to the extent provided in Section 7.02(a)), the Depositor, the Seller or omissions the Custodian; and (v) the Trustee shall not be charged with knowledge of any Servicer Event of Default unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice at the Corporate Trust Office of such Event of Default. The Trustee shall not appoint any SubservicerSubcontractor without receiving the prior written consent of the Depositor to appoint any Subcontractor, which consent shall not be unreasonably withheld. If the Trustee appoints a Subcontractor without receiving such prior written consent, the Trustee shall be deemed to be in breach of this Agreement and may be removed by the Depositor. The Trustee shall promptly notify the Depositor and the Sponsor of knowledge thereof (i) of any legal proceedings pending against the Trustee of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Trustee shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the responsible parties listed on Exhibit O. On or before March 1 of each year, the Depositor shall distribute the information on Exhibit O to the Trustee. The Trustee shall not be required to expend or risk its own funds or otherwise incur financial or other liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it being understood that against such risk or liability is not assured to it, and none of the provisions contained in this Agreement shall not in any event require the Trustee to perform, or be construed to render responsible for the manner of performance of, any of them agents the obligations of one anotherthe Servicer under the Servicing Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of the Servicing Agreement.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof thereof, the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the Certificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable, individually or as Trustee, except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) the Trustee shall not, individually or as Trustee, be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee unless the Trustee was negligent or acted in bad faith or with willful misfeasance; (iii) the Trustee shall not be liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders in accordance with this Agreement 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; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the CertificateholdersCertificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its Trustee's satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the CertificateholdersCertificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable, individually or as Trustee, except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee andTrustee, and the Trustee may conclusively rely, as to the truth of the statements and the correctness of the -105- opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) the Trustee shall not, individually or as Trustee, be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee unless the Trustee was negligent or acted in bad faith or with willful misfeasance;; and (iii) the Trustee shall not be liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the NIMs Insurer or the Holders in accordance with this Agreement 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; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. For purposes of this Article VIII(a) Except for records dealing solely with the Trust and its investments and disbursements, references to "Trustee" which shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreementmaintained by the Trustee, the Cap Contract and Primary Sponsor shall maintain all records contemplated by the Swap Agreement, and in respect thereof the Supplemental Interest Trust Plan. The Trustee shall have all no responsibility to determine whether the Fund is sufficient to meet liabilities under the Plan, and shall not be liable for payments or Plan liabilities in excess of the rightsassets held in the Fund. (b) The Primary Sponsor shall furnish to the Trustee, protectionsin a form reasonably acceptable to the Trustee, immunities all the information necessary to determine the benefits payable to or with respect to each participant in the Plan, including any benefits payable after a participant's death. The Primary Sponsor shall from time to time, and benefits at least annually, and promptly upon the request of the Trustee furnish updated information to the Trustee. The Trustee, prior In the event the Primary Sponsor refuses or neglects to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties provide any updated information as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains uncuredcontemplated herein, the Trustee shall exercise such of rely upon the rights and powers vested in most recent information furnished to it by this Agreement and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the Certificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faithPrimary Sponsor; provided, however, that: (i) prior that on or after a Change of Control, where the Trustee does not have updated information or in the event the Trustee is aware of a dispute between the Primary Sponsor and any participant or beneficiary as to the occurrence amount or timing of an Event of Defaultbenefits payable to the participant or beneficiary, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Trustee shall be determined solely by rely upon a direction from the express provisions Designated Accounting Firm (as defined below) to resolve the dispute. For purposes of this Agreement, the Trustee term "Designated Accounting Firm" shall not be liable, individually mean Ernst & Young LLP or as Trustee, except for the performance of such duties and obligations as are specifically set forth any other accounting firm subsequently communicated in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) the Trustee shall not, individually or as Trustee, be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee unless the Trustee was negligent or acted in bad faith or with willful misfeasance; (iii) the Trustee shall not be liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders in accordance with this Agreement relating to the time, method and place of conducting any proceeding for any remedy available writing to the Trustee; provided, or exercising any trust or power conferred upon however, that no subsequent designation of an accounting firm shall be given effect by the Trustee under this Agreement; and (iv) if the designation occurs after the effective date of a Change of Control. The Trustee shall not be responsible for has no responsibility to verify information provided to it by the acts Primary Sponsor or omissions of any Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one anotherthe Designated Accounting Firm.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this AgreementAgreement , the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the Certificateholders. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable, individually or as Trustee, except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) the Trustee shall not, individually or as Trustee, be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee unless the Trustee was negligent or acted in bad faith or with willful misfeasance; (iii) the Trustee shall not be liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders in accordance with this Agreement 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; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to before the occurrence of an a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an a Master Servicer Event of Default Termination has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights Each of the Trustee and the Certificateholders. The TrusteeTrust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee it that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they conform on their face to are in the requirements of form required by this Agreement. If Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such instrument Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is found not to conform on its face to in fact such a Servicer Event of Default or Master Servicer Event of Termination is received by the requirements Trustee or the Trust Administrator, respectively, and such notice references any of this Agreement in a material mannerthe Certificates, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfactionTrust, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the CertificateholdersREMICs or this Agreement. 148 No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) The duties and obligations of the Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of an a Servicer Event of DefaultDefault or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default that or Master Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable, individually or as Trustee, liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming it that conform to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) Neither the Trustee nor the Trust Administrator shall not, individually or as Trustee, be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent or acted in bad faith or with willful misfeasance; (iii) ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall not be liable, individually or as Trustee, personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders in accordance with this Agreement of Certificates entitled to at least 25% of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the TrusteeTrustee or the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, Association in its capacity as Supplemental Interest Trust Trustee and in the performance of its obligations under this Agreement, the Cap Contract Contracts and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the CertificateholdersCertificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the CertificateholdersCertificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable, individually or as Trustee, except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) the Trustee shall not, individually or as Trustee, be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee unless the Trustee was negligent or acted in bad faith or with willful misfeasance; (iii) the Trustee shall not be liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the NIMs Insurer or the Holders in accordance with this Agreement 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; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer servicer or any Subservicersubservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to before the occurrence of an a Servicer Event of Default or Master Servicer Event of Termination and after the curing of all Servicer Events of Default or Master Servicer Events of Termination that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an a Master Servicer Event of Default Termination has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement Agreement, and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights Each of the Trustee and the Certificateholders. The TrusteeTrust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee it that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they conform on their face to are in the requirements of form required by this Agreement. If Neither the Trustee nor the Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument. The Trust Administrator agrees to notify the Master Servicer in writing no later than 5:00 p.m. New York time on each Remittance Date of the aggregate dollar amount of the funds received by the Trust Administrator from the Servicer on such instrument Remittance Date and any other information reasonably requested by the Master Servicer, so as to enable the Master Servicer to make the reconciliations and verifications required to be made by it pursuant to Section 3A.01. Neither the Trustee nor the Trust Administrator shall be deemed to have knowledge of a Servicer Event of Default or Master Servicer Event of Termination unless a Responsible Officer of the Trustee or the Trust Administrator, respectively, has actual knowledge thereof or unless written notice of any event which is found not to conform on its face to in fact such a Servicer Event of Default or Master Servicer Event of Fremont 2004-D Pooling & Servicing Agreement 139 Termination is received by the requirements Trustee or the Trust Administrator, respectively, and such notice references any of this Agreement in a material mannerthe Certificates, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfactionTrust, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the CertificateholdersREMICs or this Agreement. No provision of this Agreement shall be construed to relieve the Trustee or the Trust Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) The duties and obligations of the Trust Administrator, and with respect to the duties and obligations of the Trustee, prior to the occurrence of an a Servicer Event of DefaultDefault or Master Servicer Event of Termination, and after the curing of all such Servicer Events of Default that or Master Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee and the Trust Administrator shall not be liable, individually or as Trustee, liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Trust Administrator and, in the absence of bad faith on the part of the Trustee or the Trust Administrator, as applicable, the Trustee or the Trust Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming it that conform to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) Neither the Trustee nor the Trust Administrator shall not, individually or as Trustee, be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Trust Administrator, as applicable, unless it shall be proved that the Trustee or the Trust Administrator, as the case may be, was negligent or acted in bad faith or with willful misfeasance; (iii) ascertaining the pertinent facts; and Neither the Trustee nor the Trust Administrator shall not be liable, individually or as Trustee, personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders in accordance with this Agreement of Certificates entitled to at least 25% of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the TrusteeTrustee or the Trust Administrator, or exercising any trust or power conferred upon the Trustee or the Trust Administrator, under this Agreement; and (iv) the Trustee shall not be responsible for the acts or omissions of any Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, in its capacity as Supplemental Interest Trust Trustee under this Agreement, the Cap Contract and the Swap Agreement, and in respect thereof the Supplemental Interest Trust The Trustee shall have all of the rightsno authority, protections, immunities and benefits of the Trustee. The Trustee, prior control or responsibility with respect to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties Plan or Fund other than as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the CertificateholdersPlan. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders through its agents or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreementdirectly, shall examine them have the following duties: (a) to determine whether they conform on their face to hold, invest and reinvest the requirements assets of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement Fund solely in a material manneraccordance with the investment directions transmitted in accordance with Section 5, provided, however, the Trustee may, in its discretion, delegate its custodial responsibility to a corporate trustee or insurance company. (b) to pay moneys to or at the direction of the Company, including, when the Company shall notify the person providing such Agreement of such non-conformanceso direct, and if the instrument is not corrected payments to the its satisfactionparticipants and their beneficiaries, the Trustee will provide notice thereof or to the Certificateholders and take such further action as directed an insurance company to provide, by the Certificateholders. No provision purchase of this Agreement shall be construed to relieve an annuity contract or otherwise, for the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason payment of its willful misfeasance or bad faithbenefits under the Plan; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable, individually or as Trustee, except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) the Trustee shall not, individually or as Trustee, be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee unless the Trustee was negligent or acted in bad faith or with willful misfeasance; (iii) the Trustee shall not be liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders in accordance with this Agreement 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; and (iv) the Trustee shall not be responsible in any way for the acts application of such payments; and (c) subject to Section 5, to transfer assets of the Fund at the direction of the Company to any other trustee or omissions to an insurance company selected to fund a Plan or, at the direction of the Company, to segregate such assets to be subject to the exclusive management and control of an investment manager (as such term is defined in Section 3(38) of ERISA) appointed by the Company. Any such investment manager shall direct the Trustee in place of the Company as provided hereunder with respect to the segregated assets. The Trustee shall be entitled to rely conclusively on any directions transmitted in accordance with this Section 3 or pursuant to Section 5 and shall be under no duty to inquire as to the propriety or correctness of any Servicer such direction. In the performance of the foregoing duties, the Trustee shall be entitled to all of the powers, privileges, limitations and immunities conferred on it under the following provisions of this Agreement and by law, and no duties or obligations shall be imposed upon the Trustee with respect to the Fund unless they have been specifically undertaken by the Trustee by the express terms of this Agreement. When determining the nature and extent of its responsibilities, the Trustee is not required to obtain or review the Plan. In the event of any Subservicerconflict between the Plan and this Agreement relating to (i) the Trustee's rights, it being understood that powers, responsibilities, or liabilities, or (ii) the allocation of responsibilities among the Plan Fiduciaries, the provisions of this Agreement shall control. The Trustee shall not be construed liable for the validity or legality of any changes made to render any of them agents of one anotherthe Plan by the Company.

Duties of the Trustee. For purposes of this Article VIII, references to "Trustee" shall be deemed to include LaSalle Bank National Association, Association in its capacity as Supplemental Interest Trust Trustee Trustee. In the performance of its obligations under this Agreement, the Cap Contract Contracts and the Swap Agreement, and in respect thereof the Supplemental Interest Trust Trustee shall have all of the rights, protections, immunities and benefits of the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the majority of the CertificateholdersCertificateholders or the NIMs Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMs Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee Trustee, the NIMs Insurer and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMs Insurer and take such further action as directed by the CertificateholdersCertificateholders and the NIMs Insurer. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable, individually or as Trustee, except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) the Trustee shall not, individually or as Trustee, be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee unless the Trustee was negligent or acted in bad faith or with willful misfeasance; (iii) the Trustee shall not be liable, individually or as Trustee, with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the NIMs Insurer or the Holders in accordance with this Agreement 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; and (iv) the Trustee shall not be responsible for the acts or omissions of any the Servicer or any Subservicer, it being understood that this Agreement shall not be construed to render any of them agents of one another.