TO THE TRUSTEE AND THE LIQUIDATION SERVICER, PROMPTLY UPON REQUEST, ALL
BOOKS, RECORDS AND OTHER INFORMATION REASONABLY REQUESTED BY THE TRUSTEE AND THE
LIQUIDATION SERVICER AND SHALL HAVE PROVIDED THE TRUSTEE AND THE LIQUIDATION
57
SERVICER WITH ALL NECESSARY ACCESS TO THE PROPERTIES, BOOKS AND RECORDS OF THE
MASTER SERVICER AND THE COMPANY WHICH THE TRUSTEE AND THE LIQUIDATION SERVICER
MAY REASONABLY REQUIRE, THEN WITHIN SIXTY (60) DAYS FOLLOWING THE EFFECTIVE DATE
THE TRUSTEE SHALL NOTIFY THE MASTER SERVICER, EACH FUNDING AGENT AND EACH
INVESTOR CERTIFICATEHOLDER OF SUCH EVENTS.
SECTION 8.02
RIGHTS OF THE TRUSTEE.
Except as otherwise provided in Section 8.01 and in the Internal Operating
Procedures Memorandum:
(A)
THE TRUSTEE MAY DELEGATE ANY OF THE DUTIES, RIGHTS AND POWERS
VESTED IN IT HEREUNDER TO AN ELIGIBLE INSTITUTION; PROVIDED, HOWEVER, THAT NO
SUCH DELEGATION SHALL BE EFFECTIVE UNLESS SUCH THIRD PARTY HAS A COMBINED
CAPITAL AND SURPLUS OF AT LEAST $100,000,000 AND SHORT-TERM RATINGS OF AT LEAST
"A-1"/"P-1" BY S&P AND MOODY'S, RESPECTIVELY, AND SUBJECT TO SUPERVISION OR
EXAMINATION BY FEDERAL OR STATE AUTHORITY.
(B)
THE TRUSTEE MAY CONCLUSIVELY RELY ON AND SHALL BE PROTECTED IN
ACTING ON, OR IN REFRAINING FROM ACTING IN ACCORD WITH, ANY RESOLUTION,
RESPONSIBLE OFFICER'S CERTIFICATE, CERTIFICATE OF AUDITORS OR ANY OTHER
CERTIFICATE, STATEMENT, INSTRUMENT, OPINION, REPORT, NOTICE, REQUEST, DIRECTION,
CONSENT, ORDER, APPRAISAL, BOND, NOTE OR OTHER PAPER OR DOCUMENT BELIEVED BY IT
TO BE GENUINE AND TO HAVE BEEN SIGNED OR PRESENTED TO IT PURSUANT TO ANY POOLING
AND SERVICING AGREEMENT BY THE PROPER PARTY OR PARTIES.
(C)
THE TRUSTEE MAY CONSULT WITH COUNSEL, AND ANY OPINION OF COUNSEL
AND ANY ADVICE OF SUCH COUNSEL SHALL BE FULL AND COMPLETE AUTHORIZATION AND
PROTECTION IN RESPECT OF ANY ACTION TAKEN OR SUFFERED OR OMITTED BY IT HEREUNDER
IN GOOD FAITH AND IN ACCORDANCE WITH SUCH OPINION OF COUNSEL.
(D)
THE TRUSTEE SHALL BE UNDER NO OBLIGATION TO EXERCISE ANY OF THE
RIGHTS OR POWERS VESTED IN IT BY ANY POOLING AND SERVICING AGREEMENT, OR TO
INSTITUTE, CONDUCT OR DEFEND ANY LITIGATION HEREUNDER OR IN RELATION HERETO, AT
THE REQUEST, ORDER OR DIRECTION OF ANY OF THE HOLDERS, PURSUANT TO THE
PROVISIONS OF ANY POOLING AND SERVICING AGREEMENT, UNLESS SUCH HOLDERS SHALL
HAVE OFFERED TO THE TRUSTEE REASONABLE SECURITY OR INDEMNITY AGAINST THE COSTS,
EXPENSES AND LIABILITIES WHICH MAY BE INCURRED THEREIN OR THEREBY; PROVIDED,
HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL RELIEVE THE TRUSTEE OF THE
OBLIGATIONS, UPON THE OCCURRENCE OF A MASTER SERVICER DEFAULT AND DEFAULT UNDER
THE SERVICING GUARANTEE OR EARLY AMORTIZATION EVENT (WHICH HAS NOT BEEN CURED),
TO EXERCISE SUCH OF THE RIGHTS AND POWERS VESTED IN IT BY ANY POOLING AND
SERVICING AGREEMENT, AND TO USE THE SAME DEGREE OF CARE AND SKILL IN THEIR
EXERCISE AS A PRUDENT PERSON WOULD EXERCISE OR USE UNDER THE CIRCUMSTANCES IN
THE CONDUCT OF SUCH PERSON'S OWN AFFAIRS. THE RIGHT OF THE TRUSTEE TO PERFORM
ANY DISCRETIONARY ACT ENUMERATED IN THIS AGREEMENT SHALL NOT BE CONSTRUED AS A
DUTY, AND THE TRUSTEE SHALL