THE RECITALS
CONTAINED
HEREIN
AND IN THE
CERTIFICATES
(OTHER
THAN THE
SIGNATURE
OF THE
GRANTOR
TRUSTEE
ON THE
CERTIFICATES)
SHALL BE TAKEN AS THE STATEMENTS OF THE DEPOSITOR,
AND THE GRANTOR
TRUSTEE SHALL NOT HAVE
ANY
RESPONSIBILITY
FOR THEIR
CORRECTNESS.
THE GRANTOR TRUSTEE DOES NOT MAKE ANY
REPRESENTATION
AS TO
THE VALIDITY OR SUFFICIENCY OF THE
CERTIFICATES
(OTHER THAN THE SIGNATURE OF THE GRANTOR
TRUSTEE ON THE
CERTIFICATES).
THE GRANTOR
TRUSTEE'S
SIGNATURE ON THE
CERTIFICATES
SHALL BE SOLELY IN ITS CAPACITY AS
GRANTOR
TRUSTEE,
AND SHALL NOT CONSTITUTE THE
CERTIFICATES
AN OBLIGATION OF THE GRANTOR TRUSTEE IN ANY
OTHER
CAPACITY.
THE
GRANTOR
TRUSTEE
SHALL
NOT BE
ACCOUNTABLE
FOR
THE
USE OR
APPLICATION
BY THE
DEPOSITOR
OF ANY OF THE
CERTIFICATES
OR OF
THE
PROCEEDS
OF
SUCH
CERTIFICATES,
OR FOR
THE
USE OR
APPLICATION OF ANY FUNDS PAID TO THE DEPOSITOR WITH RESPECT TO THE
UNDERLYING
CERTIFICATES.
THE GRANTOR
TRUSTEE SHALL NOT BE
RESPONSIBLE
FOR THE LEGALITY,
SUFFICIENCY OR VALIDITY OF THIS
AGREEMENT,
EACH OF
THE SWAP
AGREEMENTS
OR ANY
DOCUMENT OR
INSTRUMENT
RELATING
TO THIS
AGREEMENT,
THE
VALIDITY OF THE
EXECUTION OF THIS AGREEMENT OR OF ANY SUPPLEMENT
HERETO OR INSTRUMENT OF FURTHER
ASSURANCE BY ANY PERSON
OTHER THAN IT, OR THE VALIDITY,
PRIORITY,
PERFECTION OR SUFFICIENCY OF THE SECURITY FOR THE CERTIFICATES
ISSUED
HEREUNDER OR INTENDED TO BE ISSUED
HEREUNDER.
THE GRANTOR TRUSTEE SHALL NOT AT ANY TIME HAVE ANY
RESPONSIBILITY
OR LIABILITY
FOR OR WITH RESPECT TO THE
LEGALITY,
VALIDITY
AND
ENFORCEABILITY
OF ANY
MORTGAGE OR ANY MORTGAGE LOAN, OR THE
PERFECTION
AND PRIORITY OF ANY MORTGAGE OR THE
MAINTENANCE OF ANY
SUCH
PERFECTION AND PRIORITY,
OR FOR OR WITH RESPECT TO THE SUFFICIENCY OF THE TRUST FUND OR ITS ABILITY
TO GENERATE
THE
PAYMENTS TO BE
DISTRIBUTED
TO
CERTIFICATEHOLDERS
UNDER THIS
AGREEMENT.
THE GRANTOR
TRUSTEE
SHALL NOT HAVE ANY
RESPONSIBILITY
FOR FILING ANY
FINANCING
OR
CONTINUATION
STATEMENT IN ANY
PUBLIC OFFICE AT ANY TIME OR TO OTHERWISE
PERFECT OR MAINTAIN THE PERFECTION OF ANY SECURITY
INTEREST OR
LIEN GRANTED TO IT HEREUNDER OR TO RECORD THIS AGREEMENT.
SECTION 7.04.
GRANTOR TRUSTEE MAY OWN
CERTIFICATES.
THE GRANTOR TRUSTEE,
IN ITS INDIVIDUAL
CAPACITY OR IN ANY CAPACITY OTHER THAN AS GRANTOR
TRUSTEE
HEREUNDER,
MAY BECOME THE OWNER OR PLEDGEE OF
ANY
CERTIFICATES
WITH THE SAME
RIGHTS IT WOULD HAVE IF IT WERE NOT GRANTOR
TRUSTEE
AND MAY
OTHERWISE
DEAL WITH THE PARTIES HERETO.
SECTION 7.05.
EXPENSES. THE GRANTOR TRUSTEE AND ANY DIRECTOR,
OFFICER,
EMPLOYEE OR AGENT OF
SUCH PARTY,
WILL BE ENTITLED TO RECOVER FROM THE GRANTOR TRUST
DISTRIBUTION
ACCOUNT PURSUANT TO SECTION
3.02(B) ALL REASONABLE
OUT- OF-POCKET
EXPENSES,
DISBURSEMENTS
AND ADVANCES OF SUCH PARTY IN CONNECTION
WITH ANY EVENT OF
DEFAULT
OR BREACH
OF THIS
AGREEMENT
OR ANY
CLAIM OR LEGAL
ACTION
(INCLUDING
ANY
PENDING OR THREATENED CLAIM OR LEGAL ACTION) INCURRED OR MADE BY SUCH PARTY IN THE
ADMINISTRATION
OF THE
TRUSTS
HEREUNDER
(INCLUDING
THE REASONABLE
COMPENSATION,
EXPENSES AND
DISBURSEMENTS
OF ITS COUNSEL)
EXCEPT ANY SUCH EXPENSE,
DISBURSEMENT OR ADVANCE AS MAY ARISE FROM ITS NEGLIGENCE,
NEGLIGENT