Common use of Limitation on Liability Clause in Contracts

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

Limitation on Liability. Neither the Custodian Trust Collateral Agent nor any of its directors, officers, agents officers or employees, employees shall be liable for any action taken or omitted to be taken by it or them hereunder hereunder, or in connection herewith in good herewith, except that the Trust Collateral Agent shall be liable for its negligence, bad faith and believed or willful misconduct; nor shall the Trust Collateral Agent be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Issuer of this Agreement or any of the Trust Property (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it any part thereof). Notwithstanding any term or them to be within the purview provision of this Agreement, the Trust Collateral Agent shall incur no liability to the Issuer for any action taken or omitted by the Trust Collateral Agent in connection with the Trust Property, except for its or their own the negligence, lack of good bad faith or willful misconductmisconduct on the part of the Trust Collateral Agent, and, further, shall incur no liability to the Issuer except for negligence, bad faith or willful misconduct in carrying out its duties to the Issuer. Subject to Section 9.09, the Trust Collateral Agent shall be protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document reasonably believed by the Trust Collateral Agent to be genuine and to have been duly executed by the appropriate signatory (absent actual knowledge of or written notice to a Responsible Officer of the Trust Collateral Agent to the contrary), and the Trust Collateral Agent shall not be required to make any independent investigation or inquiry with respect thereto. The Custodian and Trust Collateral Agent shall at all times be free to establish independently to its reasonable satisfaction, but shall have no duty to verify independently, the existence or nonexistence of facts that are a condition to the exercise or enforcement of any director, officer, employee right or agent remedy hereunder or under any of the Custodian Basic Documents. The Trust Collateral Agent may rely in good faith on any document of any kind prima facie properly executed consult with counsel, and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees not be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of good faith and in accordance with the possibility advice of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereundercounsel.

Limitation on Liability. (a) The Backup Servicer undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of the Backup Servicer hereunder. Without limiting the generality of the foregoing, the Backup Servicer, except as expressly set forth herein, shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer. The Backup Servicer may act through its agents, nominees, attorneys and custodians in performing any of its duties and obligations under this Agreement, it being understood by the parties hereto that the Backup Servicer will be responsible for any misconduct or negligence on the part of such agents, attorneys or custodians acting on the routine and ordinary day-to-day operations for and on behalf of the Backup Servicer. Neither the Custodian Backup Servicer nor any of its officers, directors, officersemployees or agents shall be liable, agents directly or employeesindirectly, for any damages or expenses arising out of the services performed under this Agreement other than damages or expenses that result from the gross negligence or willful misconduct of it or them or the failure to perform materially in accordance with this Agreement. (b) The Backup Servicer shall not be liable for any action taken obligation of the Servicer contained in this Agreement or omitted for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to be taken by it or them the Backup Servicer hereunder or on which the Backup Servicer must rely in connection herewith in good faith order to perform its obligations hereunder, and believed (which belief may be based upon the opinion or advice of counsel selected by it in Secured Parties, the exercise of reasonable care) by it or them Administrative Agent and the Collateral Custodian each agree to be within look only to the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconductServicer to perform such obligations. The Custodian Backup Servicer shall have no responsibility and shall not be in default hereunder or incur any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable liability for any specialfailure, indirect error, malfunction or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or delay in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for carrying out any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; providedAgreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer or the failure of any such other Person to prepare or provide such information. The Backup Servicer shall have no responsibility, however, that the Custodian shall not be liable in default and shall incur no liability for (i) any act or failure to any of the foregoing Persons for any amount and any portion act of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunderthird party, including the costs and expenses of defending themselves against Servicer, (ii) any claim inaccuracy or liability omission in connection with a notice or communication received by the exercise Backup Servicer from any third party, (iii) the invalidity or performance unenforceability of any Collateral under Applicable Law, (iv) the breach or inaccuracy of their powers any representation or duties hereunderwarranty made with respect to any Collateral, or (v) the acts or omissions of any successor Backup Servicer.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian Existing Stockholders Representative shall not be liable to any Existing Stockholder for any act of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, Existing Stockholders Representative arising out of, of or in connection with, with the acceptance or administration of its duties under this Agreement, except to the custodial arrangement created hereunderextent any liability, including loss, damage, penalty, fine, cost or expense is actually incurred by such Existing Stockholder as a proximate result of the costs gross negligence, bad faith or willful misconduct of the Existing Stockholders Representative (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith and expenses reasonable judgment). The Existing Stockholders Representative shall not be liable for, and shall be indemnified by the Existing Stockholders (on a several but not joint basis) for, any liability, loss, damage, penalty or fine incurred by the Existing Stockholders Representative (and any cost or expense incurred by the Existing Stockholders Representative in connection therewith and herewith and not previously reimbursed pursuant to subsection (b) above) arising out of defending themselves against any claim or liability in connection with the exercise acceptance or performance administration of its duties under this Agreement, except to the extent that any such liability, loss, damage, penalty, fine, cost or expense is the proximate result of the gross negligence, bad faith or willful misconduct of the Existing Stockholders Representative (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith and reasonable judgment); provided, however, in no event shall any Existing Stockholder be obligated to indemnify the Existing Stockholders Representative hereunder for any liability, loss, damage, penalty, fine, cost or expense to the extent (and only to the extent) that the aggregate amount of all liabilities, losses, damages, penalties, fines, costs and expenses indemnified by such Existing Stockholder hereunder is or would be in excess of the aggregate payments under this Agreement actually remitted to such Existing Stockholder. Each Existing Stockholder’s receipt of any and all benefits to which such Existing Stockholder is entitled under this Agreement, if any, is conditioned upon and subject to such Existing Stockholder’s acceptance of their powers or duties hereunderall obligations, including the obligations of this Section 7.14(c), applicable to such Existing Stockholder under this Agreement.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance act or omission by the Custodian of its duties and responsibilities under this Agreementwith respect to the Mortgage Files; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master ServicerPerson. The provisions of this Section 3.7 3.8 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

Limitation on Liability. Neither the Custodian Trustee nor any of its directors, officers, agents officers or employees, employees shall be liable for any action taken or omitted to be taken by it or them hereunder in good faith hereunder, or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreementherewith, except that the Trustee shall be liable for its or their own negligence, lack of good bad faith or willful misconduct. The Custodian and Notwithstanding any directorterm or provision of this Indenture, officerthe Trustee shall incur no liability to the Issuer or the Issuer Secured Parties for any action taken or omitted by the Trustee in connection with the Collateral, employee except for the negligence, bad faith or agent willful misconduct on the part of the Custodian may rely Trustee, and, further, shall incur no liability to the Issuer Secured Parties except for negligence, bad faith or willful misconduct in good faith on any document carrying out its duties to the Issuer Secured Parties. The Trustee shall at all times be free independently to establish to its reasonable satisfaction, but shall have no duty to independently verify, the existence or nonexistence of facts that are a condition to the exercise or enforcement of any kind prima facie properly executed right or remedy hereunder or under any of the Basic Documents. The Trustee may consult with counsel, and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees not be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of good faith and in accordance with the possibility written advice of such damagescounsel. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the The Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable under any obligation to exercise any of the foregoing Persons for remedial rights or powers vested in it by this Indenture or to follow any amount and any portion of any such amount resulting direction from the willful misfeasance, bad faith Controlling Party unless it shall have received reasonable security or negligence of such person, and the Custodian’s reliance on instructions from indemnity satisfactory to the Trustee or against the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian costs, expenses and its directors, officers, employees and agents shall liabilities which might be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderby it.

Limitation on Liability. (a) The Backup Servicer undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of the Backup Servicer hereunder. Without limiting the generality of the foregoing, the Backup Servicer, except as expressly set forth herein, shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer. The Backup Servicer may act through its agents, nominees, attorneys and custodians in performing any of its duties and obligations under this Agreement, it being understood by the parties hereto that the Backup Servicer will be responsible for any willfull misconduct or gross negligence on the part of such agents, attorneys or custodians acting on the routine and ordinary day-to-day operations for and on behalf of the Backup Servicer. Neither the Custodian Backup Servicer nor any of its officers, directors, officersemployees or agents shall be liable, agents directly or employeesindirectly, for any damages or expenses arising out of the services performed under this Agreement other than damages or expenses that result from the gross negligence or willful misconduct of it or them or the failure to perform materially in accordance with this Agreement. (b) The Backup Servicer shall not be liable for any action taken obligation of the Servicer contained in this Agreement or omitted for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to be taken by it or them the Backup Servicer hereunder or on which the Backup Servicer must rely in connection herewith in good faith order to perform its obligations hereunder, and believed (which belief may be based upon the opinion or advice of counsel selected by it in Secured Parties, the exercise of reasonable care) by it or them Administrative Agent, the Backup Servicer and the Collateral Custodian each agree to be within look only to the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconductServicer to perform such obligations. The Custodian Backup Servicer shall have no responsibility and shall not be in default hereunder or incur any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable liability for any specialfailure, indirect error, malfunction or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or delay in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for carrying out any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; providedAgreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer or the failure of any such other Person to prepare or provide such information. The Backup Servicer shall have no responsibility, however, that the Custodian shall not be liable in default and shall incur no liability for (i) any act or failure to any of the foregoing Persons for any amount and any portion act of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunderthird party, including the costs and expenses of defending themselves against Servicer, (ii) any claim inaccuracy or liability omission in connection with a notice or communication received by the exercise Backup Servicer from any third party, (iii) the invalidity or performance unenforceability of any Collateral under Applicable Law, (iv) the breach or inaccuracy of their powers any representation or duties hereunderwarranty made with respect to any Collateral, or (v) the acts or omissions of any successor Backup Servicer.

Limitation on Liability. Neither (a) Except as provided in Section 5.7(f) hereof, and as otherwise provided under Delaware law, the Custodian nor any Unitholders shall be entitled to the same limitation of its directors, officers, agents or employees, personal liability extended to stockholders of private corporations for profit organized under the general corporation law of the State of Delaware and no Unitholder shall be liable for any action taken claims against, or omitted debts of the Trust or the applicable Fund in excess of its Deposit or share of the applicable Fund’s Trust Estate and undistributed profits. In addition, and subject to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it exceptions set forth in the exercise of reasonable careimmediately preceding sentence, the Trust or the applicable Fund shall not make a claim against a Unitholder with respect to amounts distributed to such Unitholder or amounts received by such Unitholder upon redemption unless, under Delaware law, such Unitholder is liable to repay such amount. (b) by it The Trust or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein applicable Fund indemnifies to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred full extent permitted by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, law and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The other provisions of this Section 3.7 shall survive Trust Agreement, and to the termination extent of this Custodial Agreement. The Custodian the applicable Fund’s Trust Estate, each Unitholder and its directorsagent or nominee against any claims of liability asserted against such Unitholder solely based on its status as a Unitholder of one or more Units (other than for taxes for which such Unitholder is liable under Section 7.2 hereof). (c) Every written note, officersbond, employees contract, instrument, certificate or undertaking made or issued by the Sponsor on behalf of the Trust or a Fund shall give notice to the effect that the same was executed or made by or on behalf of the Trust or the applicable Fund and agents that the obligations of such instrument are not binding upon the Unitholders individually but are binding only upon the assets and property of the applicable Fund, and no resort shall be entitled had to indemnification the Unitholders’ personal property for satisfaction of any obligation or claim thereunder, and defense from appropriate references may be made to this Trust Agreement and may contain any further recital which the Sponsor deems appropriate, but the omission thereof shall not operate to bind the Unitholders individually or otherwise invalidate any such note, bond, contract, instrument, certificate or undertaking. Nothing contained in this Section 9.3 shall diminish the limitation on the liability of the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or to the extent set forth in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs Section 4.7 and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder4.8 hereof.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and reasonably believed (which belief may be based upon the written opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting with authority with respect to any related matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective employees, representatives, affiliates, officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust FundFund or any such other respective Person, due to any willful misfeasance or negligent or bad faith performance or non-performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount directly and solely resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s 's reliance on written instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 3.8 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, (other than as a result of any willful misconduct, bad misfeasance or negligent or bad-faith performance or non-performance on their part), arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall (a) The Sub-Advisor will not be liable for any action taken error of judgment or omitted to be taken mistake of law or for any loss suffered by it the Advisor or them hereunder by the Trust or the Fund in connection herewith in good faith and believed (which belief may be based upon with the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview performance of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages a loss resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised a breach of the possibility of such damages. Notwithstanding anything herein fiduciary duty with respect to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each receipt of their respective officers, directors and agents compensation for any and all liabilities, obligations, losses, damages, payments, costs services or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount a loss resulting from the willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement. As used in this Section 9(a), the term “Sub-Advisor” shall include any affiliates of the Sub-Advisor performing services for the Fund contemplated hereby and partners, directors, officers and employees of the Sub-Advisor and such personaffiliates. (b) Notwithstanding anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that, as provided in Article 9 of the Declaration of Trust, this Agreement is executed by the Trustees and/or officers of the Trust, not individually but as such Trustees and/or officers of the Trust, and the Custodian’s reliance obligations hereunder are not binding upon any of the Trustees or Shareholders individually but bind only the estate of the Trust. (c) The names “BlackRock Funds V” and “Trustees” of BlackRock Funds V refer respectively to the trust created and the Trustees, as trustees but not individually or personally, acting from time to time under a Declaration of Trust dated April 19, 2018, which is hereby referred to and a copy of which is on instructions file at the office of the Secretary of the Commonwealth of Massachusetts and at the principal office of the Trust, as may be amended from the Trustee or the Master Servicertime to time. The provisions obligations of this Section 3.7 shall survive “BlackRock Funds V” entered into in the termination name or on behalf thereof by any of this Custodial Agreement. The Custodian and its directorsthe Trustees, officers, employees representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, officers, representatives or agents shall be entitled to indemnification and defense from of the Trust Fund for personally, but bind only the Trust Property (as defined in the Declaration of Trust), and all persons dealing with any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration class of shares of the custodial arrangement created hereunder, including Trust must look solely to the costs and expenses of defending themselves against any claim or liability in connection with Trust Property belonging to such class for the exercise or performance enforcement of any of their powers or duties hereunderclaims against the Trust.

Limitation on Liability. Neither the Custodian Collateral Agent nor any of its directors, officers, agents officers or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder hereunder, or in connection herewith in good herewith, except that the Collateral Agent shall be liable for its negligence, bad faith and believed or willful misconduct; nor shall the Collateral Agent be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Seller or OFL of this Agreement or any of the Collateral (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it any part thereof). Notwithstanding any term or them to be within the purview provision of this Agreement, the Collateral Agent shall incur no liability to the Seller, OFL or the Secured Parties for any action taken or omitted by the Collateral Agent in connection with the Collateral, except for its or their own negligence, lack of good faith the negligence or willful misconductmisconduct on the part of the Collateral Agent, and, further, shall incur no liability to the Secured Parties except for negligence or willful misconduct in carrying out its duties to the Secured Parties. Subject to Section 4.04, the Collateral Agent shall be protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document reasonably believed by the Collateral Agent to be genuine and to have been duly executed by the appropriate signatory, and (absent actual knowledge to the contrary) the Collateral Agent shall not be required to make any independent investigation with respect thereto. The Custodian and Collateral Agent shall at all times be free independently to establish to its reasonable satisfaction, but shall have no duty to independently verify, the existence or nonexistence of facts that are a condition to the exercise or enforcement of any director, officer, employee right or agent remedy hereunder or under any of the Custodian Transaction Documents. The Collateral Agent may rely in good faith on any document of any kind prima facie properly executed consult with counsel, and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees not be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of good faith and in accordance with the possibility written advice of such damagescounsel. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian The Collateral Agent shall not be liable under any obligation to exercise any of the foregoing Persons for remedial rights or powers vested in it by this Agreement or to follow any amount and any portion of any such amount resulting direction from the willful misfeasanceControlling Party unless it shall have received reasonable security or indemnity satisfactory to the Collateral Agent against the costs, bad faith or negligence of such person, expenses and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall liabilities which might be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderby it.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall (a) The Sub-Advisor will not be liable for any action taken error of judgment or omitted to be taken mistake of law or for any loss suffered by it the Advisor or them hereunder by the Trust or the Fund in connection herewith in good faith and believed (which belief may be based upon with the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview performance of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages a loss resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised a breach of the possibility of such damages. Notwithstanding anything herein fiduciary duty with respect to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each receipt of their respective officers, directors and agents compensation for any and all liabilities, obligations, losses, damages, payments, costs services or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount a loss resulting from the willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement. As used in this Section 9(a), the term “Sub-Advisor” shall include any affiliates of the Sub-Advisor performing services for the Fund contemplated hereby and partners, directors, officers and employees of the Sub-Advisor and such personaffiliates. (b) Notwithstanding anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that, as provided in Article Nine of the Declaration of Trust, this Agreement is executed by the Trustees and/or officers of the Trust, not individually but as such Trustees and/or officers of the Trust, and the Custodian’s reliance obligations hereunder are not binding upon any of the Trustees or Shareholders individually but bind only the estate of the Trust. (c) The names “BlackRock Funds II” and “Trustees” of BlackRock Funds II refer respectively to the trust created and the Trustees, as trustees but not individually or personally, acting from time to time under a Declaration of Trust dated April 26, 2007, which is hereby referred to and a copy of which is on instructions file at the office of the Secretary of the Commonwealth of Massachusetts and at the principal office of the Trust, as may be amended from the Trustee or the Master Servicertime to time. The provisions obligations of this Section 3.7 shall survive “BlackRock Funds II” entered into in the termination name or on behalf thereof by any of this Custodial Agreement. The Custodian and its directorsthe Trustees, officers, employees representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, officers, representatives or agents shall be entitled to indemnification and defense from of the Trust Fund for personally, but bind only the Trust Property (as defined in the Declaration of Trust), and all persons dealing with any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration class of shares of the custodial arrangement created hereunder, including Trust must look solely to the costs and expenses of defending themselves against any claim or liability in connection with Trust Property belonging to such class for the exercise or performance enforcement of any of their powers or duties hereunderclaims against the Trust.

Limitation on Liability. Neither the Custodian Trust Collateral Agent nor any of its directors, officers, agents officers or employees, employees shall be liable for any action taken or omitted to be taken by it or them hereunder hereunder, or in connection herewith in good herewith, except that the Trust Collateral Agent shall be liable for its negligence, bad faith and believed or willful misconduct; nor shall the Trust Collateral Agent be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Issuer of this Agreement or any of the Trust Property (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it any part thereof). Notwithstanding any term or them to be within the purview provision of this Agreement, the Trust Collateral Agent shall incur no liability to the Issuer for any action taken or omitted by the Trust Collateral Agent in connection with the Trust Property, except for its or their own the negligence, lack of good bad faith or willful misconductmisconduct on the part of the Trust Collateral Agent, and, further, shall incur no liability to the Issuer except for negligence, bad faith or willful misconduct in carrying out its duties to the Issuer. Subject to Section 9.09, the Trust Collateral Agent shall be protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document reasonably believed by the Trust Collateral Agent to be genuine and to have been duly executed by the appropriate signatory (absent actual knowledge of a Responsible Officer of the Trust Collateral Agent to the contrary), and the Trust Collateral Agent shall not be required to make any independent investigation or inquiry with respect thereto. The Custodian and Trust Collateral Agent shall at all times be free independently to establish to its reasonable satisfaction, but shall have no duty to independently verify, the existence or nonexistence of facts that are a condition to the exercise or enforcement of any director, officer, employee right or agent remedy hereunder or under any of the Custodian Basic Documents. The Trust Collateral Agent may rely in good faith on any document of any kind prima facie properly executed consult with counsel, and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees not be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of good faith and in accordance with the possibility written advice of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereundercounsel.

Limitation on Liability. Neither The Warrant Agent shall not by countersigning Global Warrant Certificates or by any other act hereunder be accountable with respect to or be deemed to make any representations as to the Custodian nor validity or authorization of the Warrants or the Global Warrant Certificates (except as to its countersignature thereon), as to the validity, authorization or value (or kind or amount) of any Warrant Shares or other property delivered or deliverable upon exercise of its directorsany Warrant, officers, agents or employees, as to the purchase price of such Warrant Shares or other property. The Warrant Agent shall not (i) be liable for any action taken taken, suffered or omitted by the Warrant Agent in good faith in the belief that any Global Warrant Certificate or any other document or any signature is genuine or properly authorized, (ii) be responsible for determining whether any facts exist that may require any adjustment of the Exercise Price and the number of Warrant Shares, or with respect to the nature or extent of any such adjustments when made, or with respect to the method of adjustment employed, (iii) be responsible for any failure on the part of the Company to issue, transfer or deliver any Warrant Shares or property upon the surrender of any Warrant for the purpose of exercise or to comply with any other of the Company’s covenants and obligations contained in this Agreement or in the Global Warrant Certificates or (iv) be liable for any action taken, suffered or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of with this Agreement, except for its or their own negligencebad faith, lack of good faith gross negligence or willful misconduct. The Custodian and any directorWarrant Agent shall be liable hereunder only for its own bad faith, officergross negligence or willful misconduct (which bad faith, employee gross negligence or agent willful misconduct must be determined by an order, judgment, decree or ruling of a court of competent jurisdiction). Except for the Custodian may rely foregoing, notwithstanding anything in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In this Agreement to the contrary, in no event shall the Custodian or its directors, officers, agents and employees Warrant Agent be held liable for any special, indirect indirect, punitive, incidental or consequential damages resulting from any action taken loss or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses damage of any kind whatsoever that may be imposed on(including but not limited to lost profits), incurred by or asserted against even if the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any Warrant Agent has been advised of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration likelihood of the custodial arrangement created hereunder, including loss or damage and regardless of the costs and expenses form of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderaction.

Limitation on Liability. Neither of the Custodian nor Depositor, the Sellers, the Master Servicer, the NIM Insurer and Others. None of the Depositor, the Master Servicer, the NIM Insurer or any Seller or any of its the directors, officers, employees or agents of the Depositor, the Master Servicer, the NIM Insurer or employees, any Seller shall be liable under any liability to the Certificateholders for any action taken or omitted to be taken by it or them hereunder or in connection herewith for refraining from the taking of any action in good faith and believed (which belief may be based upon pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the opinion Depositor, the Master Servicer, any Seller or advice any such Person against any breach of counsel selected representations or warranties made by it in this Agreement or protect the exercise Depositor, the Master Servicer, any Seller or any such Person from any liability which would otherwise be imposed by reasons of reasonable care) by it or them to be within the purview of this Agreementwillful misfeasance, except for its or their own negligence, lack of good bad faith or willful misconductgross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Custodian Depositor, the Master Servicer, the NIM Insurer, each Seller and any director, officer, employee or agent of the Custodian Depositor, the Master Servicer, the NIM Insurer or each Seller may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided. The Depositor, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions , the NIM Insurer, each Seller and any director, officer, employee or agent of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directorsDepositor, officersthe Master Servicer, employees and agents the NIM Insurer or any Seller shall be entitled to indemnification and defense from indemnified by the Trust Fund for and held harmless against any loss, liability or expense incurred without negligencein connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misconductmisfeasance, bad faith on their part, arising out of, or gross negligence in connection withthe performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the acceptance Master Servicer, the NIM Insurer or administration any Seller shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the custodial arrangement created Depositor, the Master Servicer, the NIM Insurer or any Seller may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, including the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and expenses liabilities of defending themselves against any claim or liability in connection with the exercise or performance Trust Fund, and the Depositor, the Master Servicer, the NIM Insurer and each Seller shall be entitled to be reimbursed therefor out of any of their powers or duties hereunderthe Certificate Account.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian Stockholders Representative shall not be liable to any Stockholder for any act of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, Stockholders Representative arising out of, of or in connection with, with the acceptance or administration of its duties under this Agreement, except to the custodial arrangement created hereunderextent any liability, including loss, damage, penalty, fine, cost or expense is actually incurred by such Stockholder as a proximate result of the costs bad faith or willful misconduct of the Stockholders Representative (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such action or omission being made in good faith and expenses with reasonable judgment). The Stockholders Representative shall not be liable for, and shall be indemnified by the Stockholders (on a several but not joint basis) for, any liability, loss, damage, penalty or fine incurred by the Stockholders Representative (and any cost or expense incurred by the Stockholders Representative in connection therewith and herewith and not previously reimbursed pursuant to subsection (b) above) arising out of defending themselves against any claim or liability in connection with the exercise acceptance or performance administration of its duties under this Agreement, except to the extent that any such liability, loss, damage, penalty, fine, cost or expense is the proximate result of the bad faith or willful misconduct of the Stockholders Representative (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such action or omission being made in good faith and with reasonable judgment); provided, however, in no event shall any Stockholder be obligated to indemnify the Stockholders Representative hereunder for any liability, loss, damage, penalty, fine, cost or expense to the extent (and only to the extent) that the aggregate amount of all liabilities, losses, damages, penalties, fines, costs and expenses indemnified by such Stockholder hereunder is or would be in excess of the aggregate payments under this Agreement actually remitted to such Stockholder. Each Stockholder’s receipt of any and all benefits to which such Stockholder is entitled under this Agreement, if any, is conditioned upon and subject to such Stockholder’s acceptance of their powers or duties hereunderall obligations, including the obligations of this Section 7.12(c), applicable to such Stockholder under this Agreement.

Limitation on Liability. Neither the Custodian Trust Collateral Agent nor any of its directors, officers, agents officers or employees, employees shall be liable for any action taken or omitted to be taken by it or them hereunder hereunder, or in connection herewith in good herewith, except that the Trust Collateral Agent shall be liable for its negligence, bad faith and believed or willful misconduct; nor shall the Trust Collateral Agent be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Issuer of this Agreement or any of the Trust Property (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it any part thereof). Notwithstanding any term or them to be within the purview provision of this Agreement, the Trust Collateral Agent shall incur no liability to the Issuer for any action taken or omitted by the Trust Collateral Agent in connection with the Trust Property, except for its or their own the negligence, lack of good bad faith or willful misconductmisconduct on the part of the Trust Collateral Agent, and, further, shall incur no liability to the Issuer except for negligence, bad faith or willful misconduct in carrying out its duties to the Issuer. Subject to Section 9.09, the Trust Collateral Agent shall be protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document reasonably believed by the Trust Collateral Agent to be genuine and to have been duly executed by the appropriate signatory (absent actual knowledge of a Responsible Officer of the Trust Collateral Agent to the contrary), and the Trust Collateral Agent shall not be required to make any independent investigation or inquiry with respect thereto. The Custodian and Trust Collateral Agent shall at all times be free to establish independently to its reasonable satisfaction, but shall have no duty to verify independently, the existence or nonexistence of facts that are a condition to the exercise or enforcement of any director, officer, employee right or agent remedy hereunder or under any of the Custodian Basic Documents. The Trust Collateral Agent may rely in good faith on any document of any kind prima facie properly executed consult with counsel, and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees not be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of good faith and in accordance with the possibility written advice of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereundercounsel.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall (a) The Adviser will not be liable for any action taken error of judgment or omitted to be taken mistake of law or for any loss suffered by it Adviser or them hereunder or by the Trust in connection herewith in good faith and believed (which belief may be based upon with the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview performance of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages a loss resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised a breach of the possibility of such damages. Notwithstanding anything herein fiduciary duty with respect to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each receipt of their respective officers, directors and agents compensation for any and all liabilities, obligations, losses, damages, payments, costs services or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount a loss resulting from the willful misfeasance, bad faith or gross negligence on its part in the performance of such personits duties or from reckless disregard by it of its duties under this Agreement. (b) The Trust may, and but shall not be required to, make advance payments to the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability Adviser in connection with the exercise expenses of the Adviser in defending any action with respect to which damages or performance equitable relief might be sought against the Adviser under this Section (which payments shall be reimbursed to the Trust by the Adviser as provided below) if the Trust receives (i) a written affirmation of the Adviser's good faith belief that the standard of conduct necessary for the limitation of liability in this Section has been met and (ii) a written undertaking to reimburse the Trust whether or not the Adviser shall be deemed to have liability under this Section, such reimbursement to be due upon (1) a final decision on the merits by a court or other body before whom the proceeding was brought as to whether or not the Adviser is liable under this Section or (2) in the absence of such a decision, upon the request of the Adviser for reimbursement by a majority vote of a quorum consisting of trustees of the Trust who are neither "interested persons" of the Trust (as defined in Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) nor parties to the proceeding ("Disinterested Non-Party Trustees"). In addition, at least one of the following conditions must be met: (A) the Adviser shall provide a security for such Adviser undertaking, (B) the Trust shall be insured against losses arising by reason of any lawful advance, or (C) a majority of their powers a quorum of the Disinterested Non-Party Trustees of the Trust or duties hereunderan independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Adviser ultimately will be found not to be liable under this Section.

Limitation on Liability. Neither the Custodian Collateral Agent nor any of its directors, officers, agents officers or employees, employees shall be liable for any action taken or omitted to be taken by it or them hereunder hereunder, or in connection herewith herewith, except that the Collateral Agent shall be liable for its negligence, bad faith or willful misconduct; nor shall the Collateral Agent be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Issuer of this Agreement or any of the Spread Account Agreement Collateral (or any part thereof). Notwithstanding any term or provision of this Agreement, the Collateral Agent shall incur no liability to the Issuer or the Issuer Secured Parties for any action taken or omitted by the Collateral Agent in good faith connection with the Spread Account Agreement Collateral, except for the negligence or willful misconduct on the part of the Collateral Agent, and, further, shall incur no liability to the Issuer Secured Parties except for negligence or willful misconduct in carrying out its duties to the Issuer Secured Parties. Subject to Section 4.04, the Collateral Agent shall be completely protected and believed (which belief may be based shall incur no liability to any such party in relying upon the opinion accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or advice other document reasonably believed by the Collateral Agent to be genuine and to have been duly executed by the appropriate signatory, and (absent actual knowledge to the contrary) the Collateral Agent shall not be required to make any independent investigation with respect thereto. The Collateral Agent shall at all times be free independently to establish to its reasonable satisfaction, but shall have no duty to independently verify, the existence or nonexistence of facts that are a condition to the exercise or enforcement of any right or remedy hereunder or under any of the Basic Documents. The Collateral Agent may consult with counsel selected by it in the exercise of reasonable with due care) by it or them to , and shall not be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of good faith and in accordance with the possibility written advice of such damagescounsel. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian The Collateral Agent shall not be liable under any obligation to exercise any of the foregoing Persons for remedial rights or powers vested in it by this Agreement or to follow any amount and any portion of any such amount resulting direction from the willful misfeasanceControlling Party unless it shall have received reasonable security or indemnity satisfactory to the Collateral Agent against the costs, bad faith or negligence of such person, expenses and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall liabilities which might be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderby it.

Limitation on Liability. Neither To the Custodian nor any of its fullest extent permitted by applicable law, the directors, officers, members, employees or agents of the Transferor shall not be under any liability to the Trust, the Trustee, the Servicer, the Certificateholders, any Credit Enhancement Provider or any other Person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement and any Supplement and the issuance of the Certificates; provided, however, that this provision shall not protect the officers, directors, employees, or agents of the Transferor against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. To the fullest extent permitted by applicable law, the Transferor shall not be liable under any liability to the Trust, the Trustee, the Servicer, the Certificateholders, any Credit Enhancement Provider or any other Person for any action taken or omitted for refraining from the taking of any action in its capacity as Transferor pursuant to this Agreement or any Supplement whether arising from express or implied duties under this Agreement or any Supplement; provided, however, that this provision shall not protect the Transferor against any liability which would otherwise be taken imposed by it reason of willful misfeasance, bad faith or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it gross negligence in the exercise performance of reasonable care) duties or by it or them to be within the purview reason of this Agreement, except for its or their own negligence, lack reckless disregard of good faith or willful misconductobligations and duties hereunder. The Custodian Transferor and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall (a) The Sub-Adviser will not be liable for any action taken error of judgment or omitted to be taken mistake of law or for any loss suffered by it the Adviser or them hereunder by the Trust (or their respective agents) in connection herewith in good faith and believed (which belief may be based upon with the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview performance of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages a loss resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised a breach of the possibility of such damages. Notwithstanding anything herein fiduciary duty with respect to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each receipt of their respective officers, directors and agents compensation for any and all liabilities, obligations, losses, damages, payments, costs services or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount a loss resulting from the willful misfeasance, bad faith or gross negligence on its part in the performance of such personits duties or from reckless disregard by it of its duties under this Agreement. (b) The Trust may, and but shall not be required to, make advance payments to the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability Sub-Adviser in connection with the exercise expenses of the Sub-Adviser in defending any action with respect to which damages or performance equitable relief might be sought against the Sub-Adviser under this Section (which payments shall be reimbursed to the Trust by the Sub-Adviser as provided below) if the Trust receives (i) a written affirmation of the Sub-Adviser’s good faith belief that the standard of conduct necessary for the limitation of liability in this Section has been met and (ii) a written undertaking to reimburse the Trust whether or not the Sub-Adviser shall be deemed to have liability under this Section, such reimbursement to be due upon (1) a final decision on the merits by a court or other body before whom the proceeding was brought as to whether or not the Sub-Adviser is liable under this Section or (2) in the absence of such a decision, upon the request of the Sub-Adviser for reimbursement by a majority vote of a quorum consisting of trustees of the Trust who are neither “interested persons” of the Trust (as defined in Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) nor parties to the proceeding (“Disinterested Non-Party Trustees”). In addition, at least one of the following conditions must be met: (A) the Sub-Adviser shall provide a security for such Sub-Adviser undertaking, (B) the Trust shall be insured against losses arising by reason of any lawful advance, or (C) a majority of their powers a quorum of the Disinterested Non-Party Trustees of the Trust or duties hereunderan independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is a reasonable belief that the Sub-Adviser ultimately will be found not to be liable under this Section.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good bad faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages (“Special Damages”) resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever (except Special Damages) that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance act or omission by the Custodian of its duties and responsibilities under this Agreementwith respect to the Mortgage Files; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master ServicerPerson. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability damages, payments, costs or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including without limitation the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and reasonably believed (which belief may be based upon the written opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting with authority with respect to any related matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective employees, representatives, affiliates, officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust FundFund or any such other respective Person, due to any willful misfeasance or negligent or bad faith performance or non-performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount directly and solely resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on written instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 3.8 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, (other than as a result of any willful misconduct, bad misfeasance or negligent or bad-faith performance or non-performance on their part), arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

Limitation on Liability. Neither (a) None of the Custodian nor Trust, the Owner Trustee, the Seller, the Sponsor, the Master Servicer, the Backup Servicer, the Indenture Trustee or any of its the directors, officers, employees or agents or employees, of such Persons shall be liable under any liability to the Trust, the Noteholders or the Note Insurer for any action taken taken, or omitted to be taken by it or them hereunder or in connection herewith for refraining from the taking of any action, in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them pursuant to be within the purview of this Agreement, except or for its errors in judgment; provided, however, that this provision shall not protect the Trust, the Owner Trustee, the Seller, the Sponsor, the Master Servicer, the Backup Servicer, the Indenture Trustee or their own negligenceany such Person against liability for any breach of warranties or representations made herein by such party, lack or against any specific liability imposed on each such party pursuant to this Agreement or against any liability which would otherwise be imposed upon such party by reason of good willful misfeasance, bad faith or willful misconductnegligence in the performance of duties or by reason of failure to perform its obligations or duties hereunder. The Custodian Trust, the Owner Trustee, the Seller, the Sponsor, the Master Servicer, the Backup Servicer, the Indenture Trustee and any director, officer, employee or agent of the Custodian such Person may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any person appropriate Person respecting any matters arising hereunder. In . (b) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by U.S. Bank Trust National Association but is made and intended for the purpose for binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (iv) under no event circumstances shall the Custodian or its directors, officers, agents and employees U.S. Bank Trust National Association be held personally liable for the payment of any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs indebtedness or expenses of the Trust or be liable for the breach or failure of any kind whatsoever that may be imposed onobligation, incurred by representation, warranty or asserted against the Trustee covenant made or Trust Fund, due to any negligent performance undertaken by the Custodian of its duties and responsibilities Trust under this Agreement; provided, however, that the Custodian shall not be liable to Agreement or any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderother related documents.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s 's reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

Limitation on Liability. Neither The Securities Intermediary shall not have any duties or obligations except those expressly set forth herein and shall satisfy those duties expressly set forth herein so long as it acts without gross negligence, willful misconduct or bad faith. Without limiting the Custodian nor generality of the foregoing, the Securities Intermediary shall not be subject to any fiduciary duty or any implied duties, and the Securities Intermediary shall not have any duty to take any discretionary action or exercise any discretionary powers. None of its directorsthe Securities Intermediary, officersany Affiliate of the Securities Intermediary, agents or employeesany officer, agent, stockholder, partner, member, director or employee of the Securities Intermediary or any Affiliate of the Securities Intermediary shall be liable have any liability, whether direct or indirect and whether in contract, tort or otherwise (i) for any action taken or omitted to be taken by it or any of them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion with this Agreement unless such act or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own omission constituted gross negligence, lack of good willful misconduct or bad faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable (ii) for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or the Securities Intermediary in connection herewith even if advised accordance with the terms of this Agreement at the express direction of the possibility Secured Party. In addition, the Securities Intermediary shall have no liability for making any investment or reinvestment of such damages. Notwithstanding anything herein any cash balance in any Secured Account pursuant to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions terms of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents liabilities of the Securities Intermediary shall be entitled limited to indemnification those expressly set forth in this Agreement. With the exception of this Agreement (and defense from relevant terms used herein and expressly defined in the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection withLoan Agreement), the acceptance Securities Intermediary is not responsible for or administration chargeable with knowledge of any terms or conditions contained in any agreement referred to herein, including, but not limited to, the Loan Agreement. In no event shall the Securities Intermediary have any responsibility to ascertain, inquire or monitor whether (a) any order or instruction (including, but not limited to, any Transfer Order issued by the Pledgor and any Transfer Order issued by the Secured Party) complies with the terms of the custodial arrangement created hereunder, including the costs and expenses Loan Agreement or (b) an Event of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderDefault has occurred.

Limitation on Liability. (a) The Backup Servicer undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of the Backup Servicer hereunder. Without limiting the generality of the foregoing, the Backup Servicer, except as expressly set forth herein, shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer. The Backup Servicer may act through its agents, nominees, attorneys and custodians in performing any of its duties and obligations under this Agreement, it being understood by the parties hereto that the Backup Servicer will be responsible for any misconduct or negligence on the part of such agents, attorneys or custodians acting on the routine and ordinary day-to-day operations for and on behalf of the Backup Servicer. Neither the Custodian Backup Servicer nor any of its officers, directors, officersemployees or agents shall be liable, agents directly or employeesindirectly, for any damages or expenses arising out of the services performed under this Agreement other than damages or expenses that result from the gross negligence or willful misconduct of it or them or the failure to perform materially in accordance with this Agreement. (b) The Backup Servicer shall not be liable for any action taken obligation of the Servicer contained in this Agreement or omitted for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to be taken by it or them the Backup Servicer hereunder or on which the Backup Servicer must rely in connection herewith in good faith order to perform its obligations hereunder, and believed (which belief may be based upon the opinion or advice of counsel selected by it in Secured Parties, the exercise of reasonable care) by it or them Administrative Agent and the Collateral Custodian each agree to be within look only to the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconductServicer to perform such obligations. The Custodian Backup Servicer shall have no responsibility and shall not be in default hereunder or incur any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable liability for any specialfailure, indirect error, malfunction or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or delay in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for carrying out any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that Agreement if such failure or delay results from the Custodian shall not be liable to any of Backup Servicer acting in accordance with information prepared or supplied by a Person other than the foregoing Persons for any amount and any portion Backup Servicer or the failure of any such amount resulting from the willful misfeasance, bad faith other Person to prepare or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.provide such

Limitation on Liability. Neither The liability of the Custodian Escrow Agent to transfer funds for the payment of the principal of and interest on the Defeased Obligations shall be limited to the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor the Paying Agent shall have any liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund, except for the obligation to notify the Issuer as promptly as practicable of any such occurrence. The recitals herein and in the proceedings authorizing the Refunding Obligations shall be taken as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the proceedings authorizing the Defeased Obligations and is not responsible for nor bound by any of the provisions thereof (except as a place of payment and paying agent and/or a Paying Agent/Registrar therefor). In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Agreement. The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters. It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its directors, officers, agents duties or employees, the exercise of any of its rights and powers hereunder. The Escrow Agent shall not be liable for any action taken or omitted neglected to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the any exercise of reasonable care) care and believed by it or them to be within the purview of discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of judgment; and the Escrow Agent shall not be answerable except for its own action, neglect or their own negligencedefault, lack of good faith nor for any loss unless the same shall have been through its negligence or willful misconduct. The Custodian and Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any director, officer, employee event or agent contingency or the performance or failure of performance of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall Issuer with respect to arrangements or contracts with others, with the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted Escrow Agent's sole duty hereunder being to be taken by it or them hereunder or in connection herewith even if advised of safeguard the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Escrow Fund, to dispose of and deliver the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under same in accordance with this Agreement; provided. If, however, that the Custodian Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall not be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable to any of only for its own willful misconduct or its negligence. In determining the foregoing Persons for any amount and any portion occurrence of any such amount resulting event or contingency the Escrow Agent may request from the willful misfeasance, bad faith Issuer or negligence any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such personevent or contingency, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of in this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out connection may make inquiries of, or in connection and consult with, among others, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against Issuer at any claim or liability in connection with the exercise or performance of any of their powers or duties hereundertime.

Limitation on Liability. Neither the Custodian Collateral Agent nor any of its directors, officers, agents officers or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder hereunder, or in connection herewith in good herewith, except that the Collateral Agent shall be liable for its gross negligence, bad faith and believed or willful misconduct; nor shall the Collateral Agent be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Trust of this Agreement or any of the Collateral (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable careany part thereof) by it or them to be within the purview perfection thereof. Notwithstanding any term or provision of this Agreement, the Collateral Agent shall not incur any liability to the Trust or the Secured Parties for any action taken or omitted by the Collateral Agent in connection with the Collateral, except for its or their own negligence, lack of good faith gross negligence or willful misconductmisconduct on the part of the Collateral Agent, and, further, the Collateral Agent shall not incur any liability to the Secured Parties except for gross negligence or willful misconduct in carrying out its duties to the Secured Parties. Subject to Section 4.04, the Collateral Agent shall be protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document reasonably believed by the Collateral Agent to be genuine and to have been duly executed by the appropriate signatory, and (absent actual knowledge to the contrary by a Responsible Officer of the Collateral Agent) the Collateral Agent shall not be required to make any independent investigation with respect thereto. The Custodian and Collateral Agent shall at all times be free independently to establish to its reasonable satisfaction, but shall have no duty to independently verify, the existence or nonexistence of facts that are a condition to the exercise or enforcement of any director, officer, employee right or agent remedy hereunder or under any of the Custodian Transaction Documents. The Collateral Agent may rely in good faith on any document of any kind prima facie properly executed consult with counsel, and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees not be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of good faith and in accordance with the possibility written advice of such damagescounsel. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian The Collateral Agent shall not be liable under any obligation to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith expend or negligence of such person, and the Custodian’s reliance on instructions from the Trustee risk its own funds or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or otherwise incur financial liability in connection with the exercise or performance of any of their powers or its duties hereunder, or to exercise any of the remedial rights or powers vested in it by this Agreement or to follow any direction from the Controlling Party unless it shall have received reasonable security or indemnity satisfactory to the Collateral Agent against the costs, expenses and liabilities which might be incurred by it in connection therewith.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and reasonably believed (which belief may be based upon the written opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting with authority with respect to any related matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective employees, representatives, affiliates, officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust FundFund or any such other respective Person, due to any willful misfeasance or negligent or bad faith performance or non-performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount directly and solely resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s 's reliance on written instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 3.8 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, (other than as a result of any willful misconduct, bad misfeasance or negligent or bad-faith performance or non-performance on their part), arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

Limitation on Liability. Neither Subject to Section 20(e) hereof and the Custodian nor terms of the Servicing Agreement, the Note A Holders, or any of Servicer or Trustee on its directors, officers, agents or employeesbehalf, shall be liable for any action taken have no liability to the Note B Holder with respect to Note B, except with respect to losses actually suffered due to the gross negligence, willful misconduct or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview breach of this Agreement or the Servicing Agreement on the part of the Note A Holders, or such Servicer or Trustee, as applicable (provided that nothing herein shall be deemed to contravene any provisions relating to liability of any Servicer under the Servicing Agreement). The Note A Holders shall have no fiduciary responsibilities to the Note B Holder. Subject to Section 20(e) hereof, the Note B Holder, or any Servicer or Trustee on its behalf, if applicable, shall have no liability to the Note A Holders with respect to Note A, except for its or their own with respect to losses actually suffered due to the gross negligence, lack willful misconduct or breach of good faith this Agreement on the part of the Note B Holder, or willful misconductsuch Servicer or any Trustee, as applicable (provided that nothing herein shall be deemed to contravene any provisions relating to liability of any Servicer under the Servicing Agreement). The Custodian and Note B Holder shall not have any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein fiduciary responsibilities to the contraryNote A Holders. Note A Holders acknowledge that, subject to the terms and conditions hereof, the Custodian agrees Note B Holder may exercise, or omit to indemnify exercise, any rights that the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever Note B Holder may have under this Agreement in a manner that may be imposed on, incurred by adverse to the interests of the Note A Holders and that the Note B Holder shall have no liability whatsoever to the Note A Holders in connection with the Note B Holder’s exercise of rights or asserted against the Trustee or Trust Fund, due to any negligent performance omission by the Custodian of its duties and responsibilities under this AgreementNote B Holder to exercise such rights; provided, however, that the Custodian Note B Holder shall not be liable protected against any liability to any the Note A Holders that would otherwise be imposed by reason of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the CustodianNote B Holder’s reliance on instructions from the Trustee or the Master Servicer. The provisions breach of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

Limitation on Liability. Neither (a) None of the Custodian nor Issuing Entity, the Owner Trustee, the Depositor, the Sponsor, the Servicer, the Indenture Trustee or any of its the directors, officers, employees or agents or employees, of such Persons shall be liable under any liability to the Issuing Entity, the Noteholders for any action taken taken, or omitted to be taken by it or them hereunder or in connection herewith for refraining from the taking of any action, in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them pursuant to be within the purview of this Agreement, except or for its errors in judgment; provided, however, that this provision shall not protect the Issuing Entity, the Owner Trustee, the Depositor, the Sponsor, the Servicer, the Indenture Trustee or their own negligenceany such Person against liability for any breach of warranties or representations made herein by such party, lack or against any specific liability imposed on each such party pursuant to this Agreement or against any liability which would otherwise be imposed upon such party by reason of good willful misfeasance, bad faith or willful misconductnegligence in the performance of duties or by reason of failure to perform its obligations or duties hereunder. The Custodian Issuing Entity, the Owner Trustee, the Depositor, the Sponsor, the Servicer, the Indenture Trustee and any director, officer, employee or agent of the Custodian such Person may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any person appropriate Person respecting any matters arising hereunder. In . (b) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by U.S. Bank Trust National Association but is made and intended for the purpose for binding only the Issuing Entity, (iii) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (iv) under no event circumstances shall the Custodian or its directors, officers, agents and employees U.S. Bank Trust National Association be held personally liable for the payment of any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs indebtedness or expenses of the Issuing Entity or be liable for the breach or failure of any kind whatsoever that may be imposed onobligation, incurred by representation, warranty or asserted against the Trustee covenant made or Trust Fund, due to any negligent performance undertaken by the Custodian of its duties and responsibilities Issuing Entity under this Agreement; provided, however, that the Custodian shall not be liable to Agreement or any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderother related documents.

Limitation on Liability. Neither The liability of the Custodian Escrow Agent to transfer funds for the payment of the principal of and interest on the Refunded Obligations shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor the Paying Agent shall have any liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of the obligors of the Escrowed Securities to make timely payment thereon, except for the obligation to notify the Issuer as promptly as practicable of any such occurrence. The recitals herein and in the proceedings authorizing the Refunding Obligations shall be taken as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the proceedings authorizing the Refunding Obligations or the Refunded Obligations and is not responsible for nor is bound by any of the provisions thereof (except as a place of payment and paying agent and/or a Paying Agent/Registrar therefor). In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Agreement. The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters. It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its directors, officers, agents duties or employees, the exercise of any of its rights and powers hereunder. The Escrow Agent shall not be liable for any action taken or omitted neglected to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the any exercise of reasonable care) care and believed by it or them to be within the purview of discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of judgment; and the Escrow Agent shall not be answerable except for its own action, neglect or their own negligencedefault, lack of good faith nor for any loss unless the same shall have been through its negligence or willful misconduct. The Custodian and Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any director, officer, employee event or agent contingency or the performance or failure of performance of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall Issuer with respect to arrangements or contracts with others, with the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted Escrow Agent's sole duty hereunder being to be taken by it or them hereunder or in connection herewith even if advised of safeguard the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Escrow Fund, to dispose of and deliver the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under same in accordance with this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

Limitation on Liability. Neither of the Custodian nor Depositor, the Sellers, the Master Servicer, the NIM Insurer and Others. None of the Depositor, the Sellers, the NIM Insurer or the Master Servicer or any of its the directors, officers, employees or agents of the Depositor, the Sellers, the NIM Insurer or employees, the Master Servicer shall be liable under any liability to the Trustee (except as provided in Section 8.05), the Trust Fund or the Certificateholders for any action taken or omitted to be taken by it or them hereunder or in connection herewith for refraining from the taking of any action in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them pursuant to be within the purview of this Agreement, except or for its errors in judgment; provided that this provision shall not protect the Depositor, the Sellers, the Master Servicer or their own negligenceany such Person against any breach of representations or warranties made by it herein or protect the Depositor, lack the Sellers, the Master Servicer or any such Person from any liability that would otherwise be imposed by reasons of good willful misfeasance, bad faith or willful misconductgross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Custodian Depositor, the Sellers, the NIM Insurer, the Master Servicer and any director, officer, employee or agent of the Custodian Depositor, the Sellers, the NIM Insurer or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising hereunder. In no event shall The Depositor, the Custodian Sellers, the NIM Insurer, the Master Servicer and any director, officer, employee or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised agent of the possibility of such damages. Notwithstanding anything herein to the contraryDepositor, the Custodian agrees to indemnify the Trust FundSellers, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee NIM Insurer or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents Servicer shall be entitled to indemnification and defense from indemnified by the Trust Fund for and held harmless against any loss, liability or expense incurred without negligencein connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misconductmisfeasance, bad faith on their part, arising out of, or gross negligence in connection withthe performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the acceptance Sellers, the NIM Insurer or administration the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and that in its opinion may involve it in any expense or liability; provided that any of the custodial arrangement created Depositor, the Sellers, the NIM Insurer or the Master Servicer may, in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, including the legal expenses and costs of such action and any liability resulting therefrom shall be, expenses, costs and expenses liabilities of defending themselves against any claim or liability in connection with the exercise or performance Trust Fund, and the Depositor, the Sellers, the NIM Insurer and the Master Servicer shall be entitled to be reimbursed therefor out of any of their powers or duties hereunderthe Certificate Account as provided by Section 3.08 hereof.

Limitation on Liability. Neither Landlord shall not be in default under this Lease or liable to Tenant or persons claiming through Tenant for a failure to supply, or interruption of, utility services, for power surges or a failure to supply or interruption of other services required to be provided by Landlord unless caused by Landlord's gross negligence. Landlord shall, however, use reasonable efforts to restore such utilities or other services as soon as is reasonably practicable. Landlord reserves the Custodian nor right temporarily to discontinue such services at such times as may be necessary by reason of accident; repairs, alterations or improvements; strikes; lockouts; riots; acts of God; governmental preemption in connection with a national or local emergency; any rule, order, or regulation of its directorsany governmental agency; conditions of supply and demand that make any product or material unavailable; Landlord's compliance with any mandatory governmental energy conservation or environmental protection program, officers, agents or employees, any voluntary governmental energy conservation program at the request of or with consent or acquiescence of Tenant; or any other happening beyond the control of Landlord. Landlord shall not be liable for any action taken damages to person or omitted to be taken by it property or them hereunder for injury to, or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreementinterruption of, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable business for any specialdiscontinuance permitted under the preceding sentence, indirect nor shall such discontinuance in any way be construed as an eviction of Tenant or consequential damages resulting cause an abatement of Rent or operate to release Tenant from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities Tenant's obligations under this Agreement; provided, however, that the Custodian Lease. Landlord shall not be liable to Tenant for any theft or mysterious disappearance of property of Tenant or its employees from the Premises or Project unless attributable to Landlord's gross negligence. In the event of invasion, mob, riot, public excitement, strikes, lockouts, or other circumstances rendering such action advisable in Landlord's sole opinion, Landlord shall have the right to prevent access to the Building or Project during the continuance of the foregoing Persons for any amount and any portion of any same by such amount resulting from the willful misfeasancemeans as Landlord, bad faith or negligence of such personin its sole discretion, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereundermay deem appropriate, including the costs without limitation locking doors and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderclosing parking areas and other Common Areas.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good bad faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages (“Special Damages”) resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, Fund and the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever (except Special Damages) that may be imposed on, incurred by or asserted against the Trustee or the Trust Fund, due to any negligent performance act or omission by the Custodian of its duties and responsibilities under this Agreementwith respect to the Mortgage Files; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master ServicerPerson. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability damages, payments, costs or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including without limitation the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

Limitation on Liability. Neither (a) None of the Custodian nor Issuing Entity, the Owner Trustee, the Depositor, the Sponsor, the Servicer, the Indenture Trustee or any of its the directors, officers, employees or agents or employees, of such Persons shall be liable under any liability to the Issuing Entity, the Noteholders or the Note Insurer for any action taken taken, or omitted to be taken by it or them hereunder or in connection herewith for refraining from the taking of any action, in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them pursuant to be within the purview of this Agreement, except or for its errors in judgment; provided, however, that this provision shall not protect the Issuing Entity, the Owner Trustee, the Depositor, the Sponsor, the Servicer, the Indenture Trustee or their own negligenceany such Person against liability for any breach of warranties or representations made herein by such party, lack or against any specific liability imposed on each such party pursuant to this Agreement or against any liability which would otherwise be imposed upon such party by reason of good willful misfeasance, bad faith or willful misconductnegligence in the performance of duties or by reason of failure to perform its obligations or duties hereunder. The Custodian Issuing Entity, the Owner Trustee, the Depositor, the Sponsor, the Servicer, the Indenture Trustee and any director, officer, employee or agent of the Custodian such Person may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any person appropriate Person respecting any matters arising hereunder. In . (b) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by [ ], not individually or personally but solely as Owner Trustee under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by [ ]but is made and intended for the purpose for binding only the Issuing Entity, (iii) nothing herein contained shall be construed as creating any liability on [ ], individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (iv) under no event circumstances shall the Custodian or its directors, officers, agents and employees [ ]be held personally liable for the payment of any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs indebtedness or expenses of the Issuing Entity or be liable for the breach or failure of any kind whatsoever that may be imposed onobligation, incurred by representation, warranty or asserted against the Trustee covenant made or Trust Fund, due to any negligent performance undertaken by the Custodian of its duties and responsibilities Issuing Entity under this Agreement; provided, however, that the Custodian shall not be liable to Agreement or any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderother related documents.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, (a) Lender shall not be liable for any action taken acts, omissions, errors in judgment or omitted mistakes of fact or law, including, without limitation, acts, omissions, errors or mistakes with respect to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this AgreementCollateral, except for its or their own those arising as a result of Lender's active gross negligence, lack of good faith illegal acts or willful misconduct. The Custodian and any director, officer, employee or agent Without limiting the generality of the Custodian may rely foregoing, except as otherwise expressly provided for herein or as required by applicable law, Lender shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not Lender has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other right pertaining to any Collateral. Lender is hereby authorized by Borrower to act on any written instruction believed by Lender in good faith on to have been given or sent by Borrower. (b) The provisions of Section 57 of the Deed of Trust are hereby incorporated by reference as if fully set forth herein. (c) Deposit Bank will use the due care in performing its duties and responsibilities under this Agreement and shall only be responsible for the loss that a court having jurisdiction over the Cash Collateral Account shall have determined, in a final and unappealable judgment, had been incurred by Borrower or the Lender solely as a result of Deposit Bank's gross negligence or willful misconduct. Deposit Bank shall have no liability to any document party for failure of, or delay in, its performance under this Agreement as a result of any kind prima facie properly executed and submitted act of God, fire, other catastrophe, force majeure, electrical or computer or telecommunications failure, any event beyond the control of Deposit Bank, or fraud committed by any person respecting third party. Nothing in this Agreement shall create any matters arising hereunderagency, fiduciary, joint venture or partnership relationship between Deposit Bank and Borrower or the Lender. Borrower hereby indemnifies Deposit Bank and holds it harmless against any loss, damage or expense (including attorneys' reasonable fees and expenses, court costs and other expenses) including, but not limited to, unpaid charges, fees, and Returned Items for which the Lender and/or Borrower originally received credit or remittance, which loss, damage or expense Deposit Bank may suffer as a result of entering into, or acting pursuant to, this Agreement, honoring any instruction Deposit Bank receives from the Lender with respect to the Cash Collateral Account or, to the extent required by this Agreement, not honoring any instructions it receives from Borrower with respect to the Cash Collateral Account, except for those losses, damages, or expenses that a court having jurisdiction shall have determined in a final and unappealable judgment resulted solely from Deposit Bank's gross negligence or willful misconduct. In no event shall the Custodian Deposit Bank be liable to any other party under this Agreement for lost profits or its directors, officers, agents and employees be held liable for any special, indirect indirect, exemplary, consequential or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith punitive damages, even if Deposit Bank shall have been advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

Limitation on Liability. Neither the Custodian Trustee nor any of its directors, officers, agents officers or employees, employees shall be liable for any action taken or omitted to be taken by it or them hereunder in good faith hereunder, or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreementherewith, except that the Trustee shall be liable for its or their own negligence, lack of good bad faith or willful misconduct. The Custodian and Notwithstanding any directorterm or provision of this Indenture, officerthe Trustee shall incur no liability to the Issuer or the Noteholders for any action taken or omitted by the Trustee in connection with the Collateral, employee except for the negligence, bad faith or agent willful misconduct on the part of the Custodian may rely Trustee, and, further, shall incur no liability to the Noteholder except for negligence, bad faith or willful misconduct in good faith on any document carrying out its duties to the Noteholders. The Trustee shall at all times be free independently to establish to its reasonable satisfaction, but shall have no duty to independently verify, the existence or nonexistence of facts that are a condition to the exercise or enforcement of any kind prima facie properly executed right or remedy hereunder or under any of the Basic Documents. The Trustee may consult with counsel, and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees not be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of good faith and in accordance with the possibility written advice of such damagescounsel. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the The Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable under any obligation to exercise any of the foregoing Persons for remedial rights or powers vested in it by this Indenture or to follow any amount and any portion of any such amount resulting direction from the willful misfeasance, bad faith Controlling Party unless it shall have received reasonable security or negligence of such person, and the Custodian’s reliance on instructions from indemnity satisfactory to the Trustee or against the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian costs, expenses and its directors, officers, employees and agents shall liabilities which might be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderby it.

Limitation on Liability. (a) The Backup Servicer undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of the Backup Servicer hereunder. Without limiting the generality of the foregoing, the Backup Servicer, except as expressly set forth herein, shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer. The Backup Servicer may act through its agents, nominees, attorneys and custodians in performing any of its duties and obligations under this Agreement, it being understood by the parties hereto that the Backup Servicer will be responsible for any bad faith or willful misconduct or gross negligence on the part of such agents, attorneys or custodians. Neither the Custodian Backup Servicer nor any of its officers, directors, officers, employees or agents or employees, shall be liable liable, directly or indirectly, for any action taken damages or omitted to be taken by it expenses arising out of the services performed under this Agreement other than damages or them hereunder or in connection herewith in good faith and believed (which belief may be based upon expenses that result from the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own gross negligence, lack of good bad faith or willful misconduct. The Custodian and any director, officer, employee misconduct of it or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunderthem. In no event shall the Custodian Backup Servicer be required to expend or risk its directors, officers, agents and employees be held liable for own funds or otherwise incur any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them financial liability in the performance of its duties hereunder or in connection herewith even if advised the exercise of the possibility any of its rights and powers hereunder if, in its sole judgment, it shall believe that repayment of such damages. Notwithstanding anything herein funds or adequate indemnity against such risk or liability is not assured to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian it. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Secured Parties, the Administrative Agent and the Collateral Custodian each agree to look only to the Servicer to perform such obligations. Except as expressly set forth herein, the Backup Servicer shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if such failure or delay results from the foregoing Persons for any amount and any portion Backup Servicer acting in accordance with information prepared or provided by a Person other than the Backup Servicer or the failure of any such amount resulting from the willful misfeasance, bad faith other Person to prepare or negligence of provide such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicerinformation. The provisions Backup Servicer shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunderthird party, including the costs and expenses of defending themselves against Servicer, (ii) any claim inaccuracy or liability omission in connection with a notice or communication received by the exercise Backup Servicer from any third party, (iii) the invalidity or performance unenforceability of any Collateral under Applicable Law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Collateral, or (v) the acts or omissions of any successor Backup Servicer. (c) Notwithstanding anything to the contrary herein, the Backup Servicer shall not be liable for any delays in performance for causes beyond its control, including, but not limited to, acts of war or terrorism, powerline failures, fire, flood, epidemic, acts of the Borrower, the Servicer or the Administrative Agent or restriction by civil or military authority in their powers sovereign or duties hereundercontractual capacities. In the event of any such delay, performance shall be extended for so long as such period of delay.

Limitation on Liability. Neither None of CRMSI, the Custodian nor Servicer or any of its their respective directors, officers, employees and agents or employees, shall be liable under any liability to the Trust Fund or the Certificateholders for any action taken or omitted for refraining from the taking of any action pursuant to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except or for its errors in judgment, provided, however, that none of CRMSI, the Servicer or their own negligenceany such person will be protected against any liability which would otherwise be imposed by reason of willful misfeasance, lack of good bad faith or willful misconductgross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Custodian CRMSI, the Servicer and any director, officer, director or officer or employee or agent of the Custodian either of them may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contraryCRMSI, the Custodian agrees to indemnify the Trust Fund, the Trustee Servicer and each any of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and or agents shall be entitled to indemnification indemnified and defense from held harmless by the Trust Fund for against any loss, liability or expense incurred without negligencein connection with any suit in equity, action at law or other proceedings relating to this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misconductmisfeasance, bad faith on their partor gross negligence in the performance of duties hereunder or reckless disregard of obligations and duties hereunder. The Servicer shall withdraw from the Collection Account, arising out ofpursuant to Section 3.06(d)(G), any amounts due to itself or CRMSI pursuant to the preceding sentence, and shall pay such amounts to itself or to CRMSI, as applicable. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in connection withaccordance with this Agreement and which in its respective opinion may involve it in any expense or liability, provided, however, that the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the acceptance or administration legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the custodial arrangement created hereunderTrust Fund and the Servicer shall be entitled to be reimbursed therefor out of the Collection Account. The Servicer may withdraw from the Collection Account, including pursuant to Section 3.06(d)(H), any amounts for which it is entitled to reimbursement pursuant to the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderpreceding sentence.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian Equityholders’ Representative shall not be liable to any Person for any act of the foregoing Persons for any amount Equityholders’ Representative taken in good faith and any portion in the exercise of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, its reasonable judgment and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, of or in connection with, with the acceptance or administration of its duties under this Agreement and the custodial arrangement created hereunderEscrow Agreement (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith and reasonable judgment), including except to the costs extent any Liability or Damage is actually incurred by such Person as a proximate result of the gross negligence or bad faith of the Equityholders’ Representative. The Equityholders’ Representative shall not be liable for, and expenses may seek indemnification from the Equityholders for, any Liability or Damage incurred by the Equityholders’ Representative while acting in good faith and in the exercise of defending themselves against any claim its reasonable judgment and arising out of or liability in connection with the exercise acceptance or performance administration of its duties under this Agreement and the Escrow Agreement, except to the extent that any such Liability or Damage is the proximate result of their powers the gross negligence or bad faith of the Equityholders’ Representative. The Equityholders’ Representative Escrow Account shall be available to indemnify and hold the Equityholders’ Representative harmless against any Liability or Damage incurred by the Equityholders’ Representative arising out of or in connection with the acceptance or administration of its duties hereunderunder this Agreement and the Escrow Agreement, except to the extent that any such Liability or Damage is the proximate result of the gross negligence or bad faith of the Equityholders’ Representative. The Equityholders’ Representative shall be entitled to recover any out-of-pocket costs and expenses reasonably incurred by the Equityholders’ Representative in connection with actions taken by the Equityholders’ Representative pursuant to the terms of Section 2.7, Article III, Article IX, Article X or the Escrow Agreement (including the hiring of legal counsel and the incurring of legal fees and costs) from the Equityholders’ Representative Escrow Account.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian Existing Stockholders Representative shall not be liable to any Existing Stockholder for any act of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, Existing Stockholders Representative arising out of, of or in connection with, with the acceptance or administration of its duties under this Agreement, except to the custodial arrangement created hereunderextent any liability, including loss, damage, penalty, fine, cost or expense is actually incurred by such Existing Stockholder as a proximate result of the costs gross negligence, bad faith or willful misconduct of the Existing Stockholders Representative (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith and expenses reasonable judgment). The Existing Stockholders Representative shall not be liable for, and shall be indemnified by the Existing Stockholders (on a several but not joint basis) for, any liability, loss, damage, penalty or fine incurred by the Existing Stockholders Representative (and any cost or expense incurred by the Existing Stockholders Representative in connection therewith and herewith and not previously reimbursed pursuant to subsection (b) above) arising out of defending themselves against any claim or liability in connection with the exercise acceptance or performance administration of its duties under this Agreement, except to the extent that any such liability, loss, damage, penalty, fine, cost or expense is the proximate result of the gross negligence, bad faith or willful misconduct of the Existing Stockholders Representative (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith and reasonable judgment); provided, however, in no event shall any Existing Stockholder be obligated to indemnify the Existing Stockholders Representative hereunder for any liability, loss, damage, penalty, fine, cost or expense to the extent (and only to the extent) that the aggregate amount of all liabilities, losses, damages, penalties, fines, costs and expenses indemnified by such Existing Stockholder hereunder is or would be in excess of the aggregate payments under this Agreement actually remitted to such Existing Stockholder. Each Existing Stockholder’s receipt of any and all benefits to which such Existing Stockholder is entitled under this Agreement, if any, is conditioned upon and subject to such Existing Stockholder’s acceptance of their powers or duties hereunderall obligations, including the obligations of this Section 7.13(c), applicable to such Existing Stockholder under this Agreement.

Limitation on Liability. Neither The Warrant Agent shall not by countersigning Warrant Certificates or by any other act hereunder be accountable with respect to or be deemed to make any representations as to the Custodian nor validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon), as to the validity, authorization or value (or kind or amount) of any Warrant Shares or other property delivered or deliverable upon exercise or conversion of its directorsany Warrant, officers, agents or employees, as to the purchase price of such Warrant Shares or other property. The Warrant Agent shall not (i) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, suffered or omitted by the Warrant Agent in the belief that any Warrant Certificate or any other document or any signature is genuine or properly authorized unless such action or omission was taken or omitted to be taken in bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by it a final, non-appealable judgment of a court of competent jurisdiction), (ii) be responsible for determining (x) compliance by any Person with the provisions set forth in Section 5(m) or them hereunder (y) whether any facts exist that may require any adjustment of the Exercise Price and the number of Warrant Shares, or with respect to the nature or extent of any such adjustments when made, or with respect to the method of adjustment employed, (iii) be responsible for any failure on the part of the Company to issue, transfer or deliver any Warrant Shares or property upon the surrender of any Warrant for the purpose of exercise or conversion or to comply with any other of the Company’s covenants and obligations contained in this Agreement or in connection herewith in good faith and believed the Warrant Certificates or (which belief may iv) be based upon the opinion liable for any action taken, suffered or advice of counsel selected by it in the exercise of reasonable care) by it or them omitted to be within the purview of taken in connection with this Agreement, except for its or their own negligencebad faith, lack of good faith gross negligence or willful misconductmisconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction) for which the Warrant Agent shall be liable. The Custodian and any directorNotwithstanding anything in this Agreement to the contrary, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees Warrant Agent be held liable for any special, indirect indirect, punitive, incidental or consequential damages resulting from any action taken loss or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses damage of any kind whatsoever that may (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of the loss or damage and regardless of the form of the action. Notwithstanding anything to the contrary stated herein, any liability of the Warrant Agent under this Agreement shall be imposed onlimited to the lesser of (i) the amount of fees, incurred by or asserted against the Trustee or Trust Fundbut not including reimbursable expenses, due to any negligent performance paid by the Custodian of its duties and responsibilities under this Agreement; provided, however, that Company to the Custodian shall not be liable to any of Warrant Agent during the foregoing Persons twenty-four (24) months immediately preceding the event for any amount and any portion of any such amount resulting which recovery from the willful misfeasance, bad faith or negligence of such person, Warrant Agent is being sought and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder(ii) $50,000.

Limitation on Liability. Neither of the Custodian nor Depositor, the Sellers, the Master Servicer, the NIM Insurer and Others. None of the Depositor, the Sellers, the NIM Insurer or the Master Servicer or any of its the directors, officers, employees or agents of the Depositor, the Sellers, the NIM Insurer or employees, the Master Servicer shall be liable under any liability to the Trustee (except as provided in Section 138 8.05), the Trust Fund or the Certificateholders for any action taken or omitted to be taken by it or them hereunder or in connection herewith for refraining from the taking of any action in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them pursuant to be within the purview of this Agreement, except or for its errors in judgment; provided that this provision shall not protect the Depositor, the Sellers, the Master Servicer or their own negligenceany such Person against any breach of representations or warranties made by it herein or protect the Depositor, lack the Sellers, the Master Servicer or any such Person from any liability that would otherwise be imposed by reasons of good willful misfeasance, bad faith or willful misconductgross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Custodian Depositor, the Sellers, the NIM Insurer, the Master Servicer and any director, officer, employee or agent of the Custodian Depositor, the Sellers, the NIM Insurer or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising hereunder. In no event shall The Depositor, the Custodian Sellers, the NIM Insurer, the Master Servicer and any director, officer, employee or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised agent of the possibility of such damages. Notwithstanding anything herein to the contraryDepositor, the Custodian agrees to indemnify the Trust FundSellers, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee NIM Insurer or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents Servicer shall be entitled to indemnification and defense from indemnified by the Trust Fund for and held harmless against any loss, liability or expense incurred without negligencein connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misconductmisfeasance, bad faith on their part, arising out of, or gross negligence in connection withthe performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the acceptance Sellers, the NIM Insurer or administration the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and that in its opinion may involve it in any expense or liability; provided that any of the custodial arrangement created Depositor, the Sellers, the NIM Insurer or the Master Servicer may, in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, including the legal expenses and costs of such action and any liability resulting therefrom shall be, expenses, costs and expenses liabilities of defending themselves against any claim or liability in connection with the exercise or performance Trust Fund, and the Depositor, the Sellers, the NIM Insurer and the Master Servicer shall be entitled to be reimbursed therefor out of any of their powers or duties hereunderthe Certificate Account as provided by Section 3.08 hereof.

Limitation on Liability. Neither (a) In executing this Supplemental Indenture, the Custodian Issuer, the Eligible Lender Trustee and the Indenture Trustee shall have the respective rights, protections, privileges, immunities and indemnities given to it under the Indenture. None of the Eligible Lender Trustee or the Indenture Trustee makes any representation or warranty as to the validity or sufficiency of this Supplemental Indenture, nor any to the recitals contained herein, each of which is made by the Issuer with respect to its directorsrelated Agreements. (b) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Deutsche Bank Trust Company Americas, officersnot individually or personally, agents or employeesbut solely as Eligible Lender Trustee, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them the powers and authority conferred and vested in it, pursuant to be within the purview of this Trust Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent (b) each of the Custodian may rely in good faith representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Deutsche Bank Trust Company Americas but is made and intended for the purpose for binding only the Issuer, (c) nothing herein contained shall be construed as creating any document of liability on Deutsche Bank Trust Company Americas, individually or personally, to perform any kind prima facie properly executed covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and submitted by any person respecting any matters arising hereunder. In claiming by, through or under the parties hereto, and (d) under no event circumstances shall the Custodian or its directors, officers, agents and employees Deutsche Bank Trust Company Americas be held personally liable for the payment of any specialindebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, indirect representation, warranty or consequential damages resulting from covenant made or undertaken by the Issuer under this Supplemental Indenture or any action taken or omitted to be taken by it or them hereunder other related document. (c) Notwithstanding anything contained herein or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein any other related document to the contrary, this Supplemental Indenture has been signed by Deutsche Bank National Trust Company, not in its individual capacity but solely as Indenture Trustee, and Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Eligible Lender Trustee under the Custodian agrees to indemnify the Indenture and in no event shall Deutsche Bank National Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs Company in its individual capacity or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the as Indenture Trustee or Deutsche Bank Trust FundCompany Americas in its individual capacity or as Eligible Lender Trustee have any liability for the representations, due to any negligent performance by warranties, covenants, agreements or other obligations of the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to Issuer hereunder or in any of the foregoing Persons for any amount and any portion certificates, notices or agreements delivered pursuant hereto as to all of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents which recourse shall be entitled had solely to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration assets of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderIssuer.

Limitation on Liability. Neither the Custodian Collateral Agent nor any of its directors, officers, agents officers or employees, employees shall be liable for any action taken or omitted to be taken by it or them hereunder hereunder, or in connection herewith herewith, except that the Collateral Agent shall be liable for its negligence, bad faith or willful misconduct; nor shall the Collateral Agent be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Issuer of this Agreement or any of the Spread Account Agreement Collateral (or any part thereof). Notwithstanding any term or provision of this Agreement, the Collateral Agent shall incur no liability to the Issuer or the Issuer Secured Parties for any action taken or omitted by the Collateral Agent in good faith connection with the Spread Account Agreement Collateral, except for the negligence or willful misconduct on the part of the Collateral Agent, and, further, shall incur no liability to the Issuer Secured Parties except for negligence or willful misconduct in carrying out its duties to the Issuer Secured Parties. Subject to Section 4.04 hereof, the Collateral Agent shall be completely protected and believed (which belief may be based shall incur no liability to any such party in relying upon the opinion accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or advice other document reasonably believed by the Collateral Agent to be genuine and to have been duly executed by the appropriate signatory, and (absent actual knowledge to the contrary) the Collateral Agent shall not be required to make any independent investigation with respect thereto. The Collateral Agent shall at all times be free independently to establish to its reasonable satisfaction, but shall have no duty to independently verify, the existence or nonexistence of facts that are a condition to the exercise or enforcement of any right or remedy hereunder or under any of the Basic Documents. The Collateral Agent may consult with counsel selected by it in the exercise of reasonable with due care) by it or them to , and shall not be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of good faith and in accordance with the possibility advice of such damagescounsel. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian The Collateral Agent shall not be liable under any obligation to exercise any of the foregoing Persons for remedial rights or powers vested in it by this Agreement or to follow any amount and any portion of any such amount resulting direction from the willful misfeasanceControlling Party unless it shall have received reasonable security or indemnity satisfactory to the Collateral Agent against the costs, bad faith or negligence of such person, expenses and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall liabilities which might be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderby it.

Limitation on Liability. Neither of the Custodian nor Depositor, the Master Servicer, the Servicers, the Securities Administrator and Others. None of the Depositor, the Master Servicer, the Securities Administrator, the Servicers or any of its the directors, officers, employees or agents of the Depositor, the Master Servicer, the Securities Administrator or employees, the Servicers shall be liable under any liability to the Trust Fund or the Certificateholders for any action taken or omitted to be taken by it or them hereunder or in connection herewith for refraining from the taking of any action in good faith and believed (which belief may be based upon pursuant to this Agreement or the opinion Servicing Agreements, or advice for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Securities Administrator or any such person against any breach of counsel selected by it warranties, representations or covenants made herein or in the exercise Servicing Agreements, or against any specific liability imposed on the Master Servicer, the Securities Administrator or the Servicers pursuant hereto or pursuant to the Servicing Agreements, or against any liability which would otherwise be imposed by reason of reasonable care) by it or them to be within the purview of this Agreementwillful misfeasance, except for its or their own negligence, lack of good bad faith or willful misconductgross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder or under the Servicing Agreements. The Custodian Depositor, the Master Servicer, the Securities Administrator, the Servicers and any director, officer, employee or agent of the Custodian Depositor, the Master Servicer, the Securities Administrator or the Servicers may rely in good faith on any document of any kind prima facie which, PRIMA FACIE, is properly executed and submitted by any person Person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of under the possibility of such damagesServicing Agreements. Notwithstanding anything herein to the contraryThe Depositor, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions , the Servicers, the Securities Administrator and any director, officer, employee or agent of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directorsDepositor, officersthe Master Servicer, employees and agents the Servicers or the Securities Administrator shall be entitled to indemnification indemnified and defense from held harmless by the Trust Fund for against any loss, liability or expense incurred without negligencein connection with any legal action relating to this Agreement, the Certificates or any Servicing Agreement, or any loss, liability or expense incurred by reason of willful misconductmisfeasance, bad faith on their part, arising out of, or gross negligence in connection withthe performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the acceptance Master Servicer, the Securities Administrator or administration any Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement or the applicable Servicing Agreement and, in its opinion, does not involve it in any expense or liability; provided, however, that each of the custodial arrangement created Depositor, the Master Servicer and the Securities Administrator may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, including the legal expenses and costs of such action and any liability resulting therefrom (except any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder) shall be expenses, costs and expenses liabilities of defending themselves against the Trust Fund, and the Depositor, the Master Servicer and the Securities Administrator shall be entitled to be reimbursed therefor from the Master Servicer Collection Account as and to the extent provided in Article III, any claim or liability such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in connection with the exercise or performance of any of their powers or duties hereunderMaster Servicer Collection Account.

Limitation on Liability. Neither Collateral Party shall have any duties or obligations except those expressly set forth herein. Without limiting the Custodian nor any generality of its directorsthe foregoing, officers, agents or employees, neither Collateral Party shall be liable subject to any fiduciary or other implied duties, and neither Collateral Party shall have any duty to take any discretionary action or exercise any discretionary powers. None of the Intermediary, the Collateral Administrator, any Affiliate of the Intermediary or the Collateral Administrator, or any officer, agent, stockholder, partner, member, director or employee of the Intermediary or the Collateral Administrator shall have any liability, whether direct or indirect and whether in contract, tort or otherwise, (a) for any action taken or omitted to be taken by it or any of them hereunder or in connection herewith unless (i) such party willfully fails to follow written directions delivered to the Collateral Parties in good accordance with this Agreement or (ii) there has been a final judicial determination that such act or omission was performed or omitted in bad faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith constituted gross negligence or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable (b) for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it such party at the express direction of each of the Debtor and the Security Agent or them hereunder (c) for any action taken or omitted to be taken by such party at the express written direction of any Person entitled to give such direction in accordance with an express provision of this Agreement. In addition, the Intermediary shall have no liability for making any investment or reinvestment of any cash balance in the Accounts pursuant to an investment instruction complying with the terms of this Agreement. With the exception of this Agreement and the Security Agreement and the provisions of the Loan Agreement referred to herein or in connection herewith even if advised the Security Agreement, the Collateral Parties are not responsible for or chargeable with knowledge of any terms or conditions contained in any agreement referred to herein. Neither the Intermediary nor the Collateral Administrator shall be required to take any action that is contrary to applicable law or this Account Control Agreement or that will require it to expend or risk its own funds or otherwise incur financial liability. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Intermediary will ask for information that will allow the Intermediary to identify relevant parties. Should any controversy arise between the undersigned with respect to this Agreement or with respect to the right to receive the Financial Assets, the Collateral Parties shall have the right to consult with counsel and/or to institute a ▇▇▇▇ of interpleader in any court of competent jurisdiction to determine the rights of the possibility of such damagesparties. Notwithstanding anything herein If the Collateral Parties receive written evidence that a dispute has arisen with respect to the contraryFinancial Assets, the Custodian agrees Collateral Parties may deliver the Financial Assets to indemnify any court of competent jurisdiction and request such court to adjudicate the Trust Fundentitlement to such Financial Assets by interpleader or other legal proceeding. In respect of this paragraph, should such actions be necessary, or should the Collateral Parties become involved in litigation in any manner whatsoever on account of this Agreement or the Financial Assets, the Trustee Debtor hereby binds and each obligates itself, its successors, assigns and legal representatives to pay the Collateral Parties, in addition to any charge made hereunder for acting as the Intermediary or the Collateral Administrator, as applicable, reasonable and documented attorney’s fees (excluding the allocated costs of their respective officersinternal counsel) incurred by it, directors and agents for any and all liabilitiesother disbursements, obligationsexpenses, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to damages in connection with and resulting from such actions (other than any of the foregoing Persons that would not have arisen but for any amount the bad faith, gross negligence or willful misconduct of the Intermediary or the Collateral Administrator, as applicable). Each order, instruction or direction of the Debtor or the Security Agent shall be executed by an individual designated as an authorized representative of the Debtor or the Security Agent, as the case may be (an Authorized Representative). Each Authorized Representative is authorized to give and any portion receive notices, requests and instructions and deliver certificates and documents in connection with this Agreement on behalf of any such amount resulting from the willful misfeasanceDebtor or the Security Agent, bad faith or negligence of such personas the case may be, and the Custodian’s reliance on instructions from specimen signature for each such Authorized Representative of the Trustee Debtor or the Master Servicer. The provisions Security Agent initially authorized hereunder, is set forth on Exhibit A. From time to time, the Debtor and the Security Agent may deliver to each party hereto a revised exhibit or a specimen signature, but each of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents parties hereto shall be entitled to indemnification and defense rely conclusively on the then current exhibit until receipt of a superseding exhibit. The Collateral Parties shall have no duty to determine or inquire into the happening or occurrence of any event or contingency except as expressly required herein. In case any bona fide question arises as to its duties hereunder, each Collateral Party may request instructions from the Trust Fund Security Agent and shall, upon making such request, be entitled at all times to refrain from taking any action unless it has received written instructions from an Authorized Representative of the Security Agent. Nothing herein shall require either Collateral Party to expend or risk its own funds, or take any action which may, in its judgment, subject it to risk of liability for which it is not adequately indemnified. Neither Collateral Party shall be responsible for the title, validity, value, marketability or collectability or genuineness of any Financial Asset received by or delivered to it pursuant to this Agreement. The Collateral Parties may exercise or carry out their duties under this Agreement either directly or indirectly through agents or attorneys, and shall not be responsible for any loss, liability act or expense incurred without negligence, willful misconduct, bad faith omissions on their part, arising out of, the part of any such agent or attorney appointed with due care. The Intermediary shall invest collected funds standing to the credit of an Account in connection withEligible Investments (as defined below) on any Business Day on which the Collateral Parties have received written instructions from an Authorized Representative of the Debtor prior to 11:00 a.m. New York time (such instructions being referred to herein as Proper Instructions). All Eligible Investments shall be held in the name of the Security Agent. In accordance with any Proper Instructions, the acceptance or administration Intermediary shall make such Eligible Investments of the custodial arrangement created hereundertype selected in the Proper Instructions, including subject to the costs and expenses availability of defending themselves against any claim or liability in connection the Eligible Investments selected, with the exercise cash amount on deposit in the Accounts as of 11:00 a.m. New York time on such day. If the Intermediary does not receive such Proper Instructions prior to 11:00 a.m. New York time, funds on deposit in the Accounts shall remain uninvested. Funds on deposit in the Accounts shall initially be uninvested. Eligible Investments has the meaning given to such term in the Loan Agreement. An Eligible Investment may be made by the Intermediary with or performance of through the Security Agent or any of their powers or duties hereunderits affiliates.

Limitation on Liability. Neither the Custodian nor any of its The directors, officers, employees or agents of the Servicer shall not be under any liability to the Trust, the Trustee, the Certificateholders, the Receivables Purchasers, any Enhancement Provider or employeesany other Person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement, any Supplement and any Receivables Purchase Agreement, and the issuance of the Certificates; provided, however, that this provision shall not protect the directors, officers, employees and agents of the Servicer against any liability that would otherwise be liable imposed by reason of willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Except as provided in Section 8.4 with respect to the Trust and the Trustee, its officers, directors, employees and agents, and except as provided in any Supplement or Receivables Purchase Agreement with respect to the related Series, the Servicer shall not be under any liability to the Trust, the Trustee, its officers, directors, employees and agents, the Certificateholders, the Receivables Purchasers, any Enhancement Provider, or any other Person for any action taken or omitted for refraining from the taking of any action in its capacity as Servicer pursuant to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its any Supplement or their own negligenceany Receivables Purchase Agreement; provided, lack however, that this provision shall not protect the Servicer against any liability which would otherwise be imposed by reason of good willful misconduct, bad faith or willful misconductgross negligence in the performance of duties or by reason of its reckless disregard of its obligations and duties hereunder, or under any Supplement or Receivables Purchase Agreement. The Custodian and any director, officer, employee or agent of the Custodian Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian The Servicer shall not be liable under any obligation to appear in, prosecute or defend any of legal action which is not incidental to its duties to service the foregoing Persons for Receivables in accordance with this Agreement which in its reasonable opinion may involve it in any amount and any portion of any such amount resulting from the willful misfeasance, bad faith expense or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderliability.

Limitation on Liability. Neither Notwithstanding anything to the Custodian nor contrary contained herein, but subject to the obligations of Section 6.6 of the Loan Agreement, any claim based on or in respect of its directorsany liability of Maker under this Note, officersthe Loan Agreement, agents the Mortgage or employees, any other Loan Document shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed enforced only against the Mortgaged Property (which belief may be based upon the opinion or advice of counsel selected by it as such term is defined in the exercise of reasonable careMortgage) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any directorother collateral now or hereafter given to secure this Note and not against any other assets, officer, employee properties or agent funds of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this AgreementMaker; provided, however, that the Custodian liability of Maker for loss, costs or damage arising out of the matters described in the subsections below (collectively, “Non-Recourse Carveout Obligations”) shall not be liable limited solely to the Mortgaged Property and other collateral now or hereafter given to secure this Note but shall include all of the assets, properties and funds of Maker: (i) fraud, misrepresentation and waste; (ii) any rents, issues or profits collected more than one (1) month in advance of their due dates; (iii) any misapplication of rents, issues or profits, security deposits and any other payments from tenants or occupants (including, without limitation, lease termination fees), insurance proceeds, condemnation awards or other sums of a similar nature; (iv) liability under environmental covenants, conditions and indemnities contained in the Loan Agreement, including, without limitation, Section 3.9, the Mortgage and in any separate environmental indemnity agreements; (v) personalty or fixtures removed or allowed to be removed by or on behalf of Maker and not replaced by items of equal or greater value or functionality than the personalty or fixtures so removed; (vi) failure to pay taxes, assessments or ground rents prior to delinquency, or to pay charges for labor, materials or other charges which can create liens on any portion of the Mortgaged Property before such charges become a lien on such Mortgaged Property or any portion thereof and any sums expended by Payee in the performance of or compliance with the obligations of Maker under the Loan Documents, including, without limitation, sums expended to pay taxes or assessments or hazard insurance premiums or bills for utilities or other services or products for the benefit of the Mortgaged Property; (vii) the unauthorized sale, conveyance or transfer of title to the Mortgaged Property or encumbrance of the Mortgaged Property; (viii) the failure of Maker to maintain its status as a single purpose, bankruptcy-remote entity pursuant to its organizational documents and the Loan Documents; (ix) a violation of the provisions of Section 3.7(h) of the Loan Agreement; (x) the filing of any action to partition the Mortgaged Property or any Individual Property (as defined in the Loan Agreement) or the occurrence of any such partition or any sale pursuant to any such action; (xi) the transfer of any TIC (as defined in the Loan Agreement) interests in any of the foregoing Persons for Mortgaged Property or any amount and Individual Property, or any portion direct or indirect interests in the holder of any such amount resulting from the willful misfeasanceTIC interest, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this other than as expressly permitted under Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration 3.4(h) of the custodial arrangement created hereunderLoan Agreement; (xii) the termination, including cancellation or non-renewal of an Approved Manager (as defined in the Loan Agreement) or any other failure of an Approved Manager to serve as manager of any Permitted TIC (as defined in the Loan Agreement); (xiii) the failure of any Approved Manager to meet the Management Requirements (as defined in the Loan Agreement); and (xiv) attorney’s fees, court costs and other expenses of defending themselves against any claim or liability incurred by Payee in connection with enforcement of its remedies under the exercise Loan Documents, including, but not limited to, in connection with any bankruptcy proceeding or performance reorganization brought by or against Maker or any Principal (as defined in the Loan Agreement) of Maker. Nothing herein shall be deemed (w) to be a waiver of any right which Payee may have under any bankruptcy law of their powers the United States or duties hereunderthe state where the Mortgaged Property is located including, but not limited to, Section 506(a), 506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the indebtedness secured by the Mortgage or to require that all collateral securing the indebtedness secured hereby shall continue to secure all of the indebtedness owing to Payee in accordance with this Note, the Loan Agreement, the Mortgage and the other Loan Documents; (x) to impair the validity of the indebtedness secured by the Mortgage; (y) to impair the right of Payee as mortgagee or secured party to commence an action to foreclose any lien or security interest; or (z) to modify, diminish or discharge the liability of any guarantor under any guaranty or of any indemnitor under any indemnity agreement.

Limitation on Liability. Neither (a) None of the Custodian nor Trust, the Owner Trustee, the Seller, the Sponsor, the Servicer, the Indenture Trustee or any of its the directors, officers, employees or agents or employees, of such Persons shall be liable under any liability to the Trust, the Noteholders for any action taken taken, or omitted to be taken by it or them hereunder or in connection herewith for refraining from the taking of any action, in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them pursuant to be within the purview of this Agreement, except or for its errors in judgment; provided, however, that this provision shall not protect the Trust, the Owner Trustee, the Seller, the Sponsor, the Servicer, the Indenture Trustee or their own negligenceany such Person against liability for any breach of warranties or representations made herein by such party, lack or against any specific liability imposed on each such party pursuant to this Agreement or against any liability which would otherwise be imposed upon such party by reason of good willful misfeasance, bad faith or willful misconductnegligence in the performance of duties or by reason of failure to perform its obligations or duties hereunder. The Custodian Trust, the Owner Trustee, the Seller, the Sponsor, the Servicer, the Indenture Trustee and any director, officer, employee or agent of the Custodian such Person may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any person appropriate Person respecting any matters arising hereunder. In . (b) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by U.S. Bank Trust National Association but is made and intended for the purpose for binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (iv) under no event circumstances shall the Custodian or its directors, officers, agents and employees U.S. Bank Trust National Association be held personally liable for the payment of any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs indebtedness or expenses of the Trust or be liable for the breach or failure of any kind whatsoever that may be imposed onobligation, incurred by representation, warranty or asserted against the Trustee covenant made or Trust Fund, due to any negligent performance undertaken by the Custodian of its duties and responsibilities Trust under this Agreement; provided, however, that the Custodian shall not be liable to Agreement or any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderother related documents.

Limitation on Liability. Neither Notwithstanding anything to the Custodian contrary contained in the Loan Documents (a) neither any of the members of the Managing Body of any Borrower (collectively, the “Members”) nor any of its directors, officers, agents shareholders or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document other equity holders of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contraryBorrower (collectively, the Custodian agrees to indemnify the Trust Fund“Shareholders”) nor any managers or officers of any Borrower (collectively, the Trustee and each of their respective officers, directors and agents for “Officers”) shall have any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind personal liability whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons Banks or the Agent under any of the Loan Documents, (b) the Banks and the Agent shall look solely to the assets of each Borrower for the payment of any debt, damage, judgment or decree, or for any amount money that may otherwise become due or payable to any of them by such Borrower under any of the Loan Documents, and (c) all dealings, undertakings and obligations of the Members and/or the Shareholders and/or the Officers under the Loan Documents shall be deemed to have been made subject to the foregoing limitations; provided however that nothing contained herein shall limit, restrict, prevent or otherwise prohibit the Agent or any portion Bank from pursuing any claim or cause of action which it may now or hereafter have against any Member or Shareholder or Officer for fraud, misrepresentation of any such amount resulting from material fact or misappropriation of funds or assets. A copy of each Borrower’s declaration of trust is on file with the willful misfeasance, bad faith or negligence Secretary of such personState of the Commonwealth of Massachusetts, and notice is hereby given that obligations of each Borrower hereunder shall not be binding upon any of the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directorsshareholders, trustees, officers, employees or agents of such Borrower, personally, but shall bind only the trust property of such Borrower, as provided in its declaration of trust. The execution and agents delivery of this Agreement have been authorized by the trustees of each Borrower and signed by an officer of such Borrower, acting as such, and neither such authorization by such trustees nor such execution and delivery by such officer shall be entitled deemed to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of have been made by any of their powers them individually or duties hereunderto impose any liability on any of them personally, but shall bind only the trust property of such Borrower as provided in its declaration of trust.

Limitation on Liability. Neither (a) The Document Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the Custodian nor content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Required Loan Documents, the Collateral Loans or any other Collateral, and will not be required to and will not make any representations as to the validity or value of any of the Collateral. (b) It is expressly agreed and acknowledged that the Document Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any other Loan Document. In case any reasonable question arises as to its directorsduties hereunder, officersthe Document Custodian may, agents prior to the occurrence and continuance of an Event of Default, request instructions from the Borrower or employeesthe Servicer and may, during the continuance of an Event of Default, request instructions from the Controlling Parties or the Collateral Agent on their behalf, and shall be liable entitled at all times to refrain from taking any action unless it has received instructions from such Persons, as applicable. The Document Custodian shall in all events have no liability, risk or cost for any action taken or omitted pursuant to be taken by it or them hereunder or and in connection herewith in good faith and believed (which belief may be based upon compliance with the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent instruction of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunderControlling Parties. In no event shall the Document Custodian or its directors, officers, agents and employees be held liable for any punitive, special, indirect indirect, incidental or consequential damages resulting from any action taken loss or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses damage of any kind whatsoever that may be imposed on(including but not limited to lost profits or diminution in value), incurred by even if the Document Custodian has been advised of the likelihood of such loss or asserted against damage and regardless of the Trustee form of action. (c) The Document Custodian shall have no responsibilities or Trust Fund, due duties with respect to any negligent performance by Required Loan Document while such Required Loan Document is not in its possession. All rights, privileges, immunities and indemnities of the Custodian of its duties and responsibilities under set forth in this Agreement; provided, however, that Agreement shall also apply to the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Document Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

Limitation on Liability. Neither the Custodian Collateral Agent nor any of its directors, officers, agents officers or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder hereunder, or in connection herewith in good herewith, except that the Collateral Agent shall be liable for its gross negligence, bad faith and believed or willful misconduct; nor shall the Collateral Agent be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Transferor of this Agreement or any of the Collateral (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it any part thereof). Notwithstanding any term or them to be within the purview provision of this Agreement, the Collateral Agent shall incur no liability to the Transferor or the Secured Parties for any action taken or omitted by the Collateral Agent in connection with the Collateral, except for its or their own the negligence, lack of good bad faith or willful misconductmisconduct on the part of the Collateral Agent, and, further, shall incur no liability to the Secured Parties except for negligence, bad faith or willful misconduct in carrying out its duties to the Secured Parties. Subject to Section 4.04 hereof, the Collateral Agent shall be protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document reasonably believed by the Collateral Agent to be genuine and to have been duly executed by the appropriate signatory, and (absent actual knowledge to the contrary) the Collateral Agent shall not be required to make any independent investigation with respect thereto. The Custodian and Collateral Agent shall at all times be free independently to establish to its reasonable satisfaction, but shall have no duty to independently verify, the existence or nonexistence of facts that are a condition to the exercise or enforcement of any director, officer, employee right or agent remedy hereunder or under any of the Custodian Transaction Documents. The Collateral Agent may rely in good faith on any document of any kind prima facie properly executed consult with counsel, and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees not be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of good faith and in accordance with the possibility written advice of such damagescounsel. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian The Collateral Agent shall not be liable under any obligation to exercise any of the foregoing Persons for remedial rights or powers vested in it by this Agreement or to follow any amount and any portion of any such amount resulting direction from the willful misfeasanceControlling Party unless it shall have received reasonable security or indemnity satisfactory to the Collateral Agent against the costs, bad faith or negligence of such person, expenses and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall liabilities which might be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or by it in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderthereof.

Limitation on Liability. Neither The Warrant Agent shall not by countersigning Warrant Certificates or by any other act hereunder be accountable with respect to or be deemed to make any representations as to the Custodian nor validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon), as to the validity, authorization or value (or kind or amount) of any Warrant Shares or other property delivered or deliverable upon exercise or conversion of its directorsany Warrant, officers, agents or employees, as to the purchase price of such Warrant Shares or other property. The Warrant Agent shall not (i) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, suffered or omitted by the Warrant Agent in the belief that any Warrant Certificate or any other document or any signature is genuine or properly authorized unless such action or omission was taken or omitted to be taken in bad faith, gross negligence or willful misconduct(which bad faith, gross negligence or willful misconduct must be determined by it a final, non-appealable judgment of a court of competent jurisdiction), (ii) be responsible for determining (x) compliance by any Person with the provisions set forth in Section 5(m) or them hereunder (y) whether any facts exist that may require any adjustment of the Exercise Price and the number of Warrant Shares, or with respect to the nature or extent of any such adjustments when made, or with respect to the method of adjustment employed, (iii) be responsible for any failure on the part of the Company to issue, transfer or deliver any Warrant Shares or property upon the surrender of any Warrant for the purpose of exercise or conversion or to comply with any other of the Company’s covenants and obligations contained in this Agreement or in connection herewith in good faith and believed the Warrant Certificates or (which belief may iv) be based upon the opinion liable for any action taken, suffered or advice of counsel selected by it in the exercise of reasonable care) by it or them omitted to be within the purview of taken in connection with this Agreement, except for its or their own negligencebad faith, lack of good faith gross negligence or willful misconductmisconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction) for which the Warrant Agent shall be liable. The Custodian and any directorNotwithstanding anything in this Agreement to the contrary, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees Warrant Agent be held liable for any special, indirect indirect, punitive, incidental or consequential damages resulting from any action taken loss or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses damage of any kind whatsoever that may (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of the loss or damage and regardless of the form of the action. Notwithstanding anything to the contrary stated herein, any liability of the Warrant Agent under this Agreement shall be imposed onlimited to the lesser of (i) the amount of fees, incurred by or asserted against the Trustee or Trust Fundbut not including reimbursable expenses, due to any negligent performance paid by the Custodian of its duties and responsibilities under this Agreement; provided, however, that Company to the Custodian shall not be liable to any of Warrant Agent during the foregoing Persons twenty-four (24) months immediately preceding the event for any amount and any portion of any such amount resulting which recovery from the willful misfeasance, bad faith or negligence of such personWarrant Agent is being sought, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder(ii) $50,000.

Limitation on Liability. Neither the Custodian Administrative Agent nor any of its directors, officers, employees or agents shall be liable to any Lender as such for any action taken or omitted by any of them under the Loan Documents except for its, his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation therein or the contents of any document delivered in connection therewith or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower of any of the terms, conditions, covenants or agreements of the Loan Documents. The Administrative Agent shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of the Loan Documents or any other instrument to which reference is made therein. The Administrative Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders, and, except as otherwise specifically provided herein, such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders. The Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to rely on any paper or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall have any responsibility to the Borrower on account of the failure or delay in performance or breach by any Lender of any of its obligations under the Loan Documents or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Borrower of any of their respective obligations thereunder or in connection therewith. The Administrative Agent may execute any of its duties under the Loan Documents by or through agents or employees, attorneys selected by it using reasonable care and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys selected and authorized to act by it with reasonable care unless the damage complained of directly results from an act or failure to act on the part of the Administrative Agent which constitutes gross negligence or willful misconduct. Delegation to an attorney for the Administrative Agent shall not release the Administrative Agent from its obligation to perform or cause to be performed the delegated duty. The Administrative Agent shall be entitled to advice of legal counsel selected by it with respect to all matters arising under the Loan Documents and shall not be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith suffered in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in accordance with the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility advice of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereundercounsel.

Limitation on Liability. Neither The Company, the Custodian nor Underwriter, the Forward Seller and the Forward Purchaser agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriter, the Forward Purchaser and/or the Forward Seller were treated as one entity for such purpose) or by any other method of its directorsallocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, officersclaims, agents or employees, damages and liabilities referred to in paragraph (d) above shall be liable for deemed to include, subject to the limitations set forth above, any action taken legal or omitted to be taken other expenses reasonably incurred by it or them hereunder or such Indemnified Person in connection herewith in good faith and believed (which belief may be based upon with any such action or claim. Notwithstanding the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview provisions of this AgreementSection 8, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees Underwriter be held liable for required to contribute any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or amount in connection herewith even if advised excess of the possibility amount by which the total underwriting discounts and commissions received by the Underwriter with respect to the offering of the Shares exceeds the amount of any damages that the Underwriter has otherwise been required to pay by reason of such damages. Notwithstanding anything herein untrue or alleged untrue statement or omission or alleged omission, and, in no event shall the Forward Seller and/or the Forward Purchaser be required to contribute any amount in excess of the contraryamount by which the aggregate Spread under the Forward Sale Agreement or any Additional Forward Sale Agreement, as the Custodian agrees to indemnify the Trust Fundcase may be, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses net of any kind whatsoever that may be imposed oncosts associated therewith, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance as reasonably determined by the Custodian Forward Seller or Forward Purchaser, as the case may be, exceeds the amount of its duties and responsibilities under this Agreement; provided, however, any damages that such Forward Seller or Forward Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the Custodian shall not be liable to any meaning of Section 11(f) of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents Securities Act) shall be entitled to indemnification and defense contribution from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration person who was not guilty of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereundersuch fraudulent misrepresentation.

Limitation on Liability. Neither The Warrant Agent shall not by countersigning Warrant Certificates or by any other act hereunder be accountable with respect to or be deemed to make any representations as to the Custodian nor validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon), as to the validity, authorization or value (or kind or amount) of any Common Stock or other property delivered or deliverable upon exercise of its directorsany Warrant, officersor as to the purchase price of such Common Stock, agents securities or employeesother property. The Warrant Agent shall not (i) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, shall suffered or omitted by the Warrant Agent in good faith in the belief that any Warrant Certificate or any other document or any signature is genuine or properly authorized, (ii) be responsible for determining whether any facts exist that may require any adjustment of the purchase price and the number of Warrant Shares purchasable upon exercise of Warrants, or with respect to the nature or extent of any such adjustments when made, or with respect to the method of adjustment employed, (iii) be responsible for any failure on the part of the Company to issue, transfer or deliver any Common Stock or property upon the surrender of any Warrant for the purpose of exercise or to comply with any other of the Company’s covenants and obligations contained in this Agreement or in the Warrant Certificates, (iv) be liable for any action taken taken, suffered or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of with this Agreement, except for its or their own negligencebad faith, lack of good faith gross negligence or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees (v) be held liable for any special, indirect or consequential damages resulting from any action taken loss or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses damage of any kind whatsoever that may (including, but not limited to, lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damage and regardless of the form of action, or (vi) be imposed on, incurred by or asserted against responsible for any failure of the Trustee or Trust Fund, due Company to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to comply with any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of covenants contained in this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, Agreement or in connection with, the acceptance or administration of Warrant Certificates to be complied with by the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderCompany.

Limitation on Liability. (a) The Backup Servicer undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of the Backup Servicer hereunder. Without limiting the generality of the foregoing, the Backup Servicer, except as expressly set forth herein, shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer. The Backup Servicer may act through its agents, nominees, attorneys and custodians in performing any of its duties and obligations under this Agreement, it being understood by the parties hereto that the Backup Servicer will be responsible for any misconduct or negligence on the part of such agents, attorneys or custodians. Neither the Custodian Backup Servicer nor any of its officers, directors, officers, employees or agents or employees, shall be liable liable, directly or indirectly, for any action taken damages or omitted to be taken by expenses arising out of the services performed under this Agreement other than damages or expenses that result from the gross negligence or willful misconduct of it or them hereunder or the failure to perform materially in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of accordance with this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian Backup Servicer be required to expend or risk its directors, officers, agents and employees be held liable for own funds or otherwise incur any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them financial liability in the performance of its duties hereunder or in connection herewith even if advised the exercise of the possibility any of its rights and powers hereunder if, in its sole judgment, it shall believe that repayment of such damages. Notwithstanding anything herein funds or adequate indemnity against such risk or liability is not assured to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian it. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Secured Parties, the Administrative Agent and the Trustee each agree to look only to the Servicer to perform such obligations. Except as expressly set forth herein, the Backup Servicer shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if such failure or delay results from the foregoing Persons for any amount and any portion Backup Servicer acting in accordance with information prepared or provided by a Person other than the Backup Servicer or the failure of any such amount resulting from the willful misfeasance, bad faith other Person to prepare or negligence of provide such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicerinformation. The provisions Backup Servicer shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunderthird party, including the costs and expenses of defending themselves against Servicer, (ii) any claim inaccuracy or liability omission in connection with a notice or communication received by the exercise Backup Servicer from any third party, (iii) the invalidity or performance unenforceability of any Collateral under Applicable Law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Collateral, or (v) the acts or omissions of any successor Backup Servicer. (c) Notwithstanding anything to the contrary herein, the Backup Servicer shall not be liable for any delays in performance for causes beyond its control, including, but not limited to, acts of war or terrorism, powerline failures, fire, flood, epidemic, acts of the Borrower, the Servicer or the Administrative Agent or restriction by civil or military authority in their powers sovereign or duties contractual capacities. In the event of any such delay, performance shall be extended for so long as such period of delay. In the event that any extension for the Backup Servicer in accordance with this Section 7.6 directly results in a Termination Event hereunder, the Administrative Agent and the Lenders agree to waive such Termination Event (and only such Termination Event) during the pendency of such extension.

Limitation on Liability. Neither The directors, officers, employees or agents of the Custodian nor Transferor shall not be under any liability to the Trust, the Trustee, the Securityholders, any Enhancement Provider or any other Person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement and any Supplement and the issuance of the Securities; provided, however, that this provision shall not protect the officers, directors, employees, or agents of the Transferor against any liability which would otherwise be imposed upon them by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Except as provided in Sections 7.1 and 7.4 with respect to the Trust and the Trustee and its officers, directors, employees and agents, the Transferor shall not be under any liability to the Trust, the Trustee, its officers, directors, employees and agents, the Securityholders, any Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in its capacity as Transferor pursuant to this Agreement or any Supplement whether arising from express or implied duties under this Agreement or any Supplement or otherwise; provided, however, that this provision shall not protect the Transferor against any liability which would otherwise be imposed upon it by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Transferor and any of its directors, officers, employees or agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, (a) Lender shall not be liable for any acts, omissions, errors in judgment or mistakes of fact or law, including, without limitation, acts, omissions, errors or mistakes with respect to the Deposit Account, the Ancillary Accounts or the Deposit Account Collateral, except for those arising as a result of Lender’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, except as otherwise expressly provided for herein or as required by applicable law, Lender shall have no duty (i) as to any Deposit Account Collateral, (ii) as to ascertaining or taking action taken with respect to calls, conversions, exchanges, maturities, tenders or omitted other matters relative to be taken any Deposit Account Collateral, whether or not Lender has or is deemed to have knowledge of such matters, or (iii) as to the taking of any necessary steps to preserve rights against any parties or any other right pertaining to any Deposit Account Collateral. Lender is hereby authorized by it or them hereunder or in connection herewith the Borrower to act on any written instruction believed by Lender in good faith to have been given or sent by Borrower. (b) The Borrower agrees that, except as otherwise expressly set forth in this Agreement or any other Loan Document, under no circumstances shall Lender be responsible to Borrower for any loss or damage resulting from Lender’s failure to enforce any rights of Borrower with respect to the Deposit Accounts and/or any of the Deposit Account Collateral, or to collect all or any part of the monies or other proceeds due thereunder or resulting from any other action herein authorized and believed (taken or not taken by Lender, nor shall Lender have any duty to act with respect to any of the foregoing. The Borrower hereby agrees to hold Lender harmless from any penalty, loss or damage, including attorneys’ fees, which belief Lender may be based upon sustain as a result of the opinion or advice conversion of counsel selected by it the Deposit Account in the exercise of reasonable care) by it or them to be within the purview of accordance with this Agreement, except for its or their own negligence, lack those arising as a result of good faith Lender’s gross negligence or willful misconduct. The Custodian and any director, officer, employee Borrower agrees that Lender may deduct from the proceeds available to Lender after sale or agent conversion of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for Deposit Account Collateral any amount and any portion of any such amount reasonable expense, fees or charges resulting from the willful misfeasance, bad faith such sale or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicerconversion. The provisions of this Section 3.7 shall survive the expiration or earlier termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

Limitation on Liability. Neither of the Depositor, the Seller, the Master Servicer, the Securities Administrator and Others. None of the Depositor, the Seller, the Master Servicer, the Securities Administrator, the Trustee, the EMC Servicer, the Custodian nor or any of its the directors, officers, employees or agents of the Depositor, the Seller, the Master Servicer, the Securities Administrator, the Trustee, the Custodian or employeesthe EMC Servicer (each, a "Protected Party") shall be liable under any liability to any Indemnified Person, the Trust Fund or the Certificateholders for any action taken or omitted to be taken by it or them hereunder or in connection herewith for refraining from the taking of any action in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them pursuant to be within the purview of this Agreement, except or for its errors in judgment; provided that this provision shall not protect any such Protected Party against any breach of representations or their own negligencewarranties made by it herein or protect any such Protected Party from any liability that would otherwise be imposed by reasons of willful misfeasance, lack of good bad faith or willful misconductgross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Master Servicer, its liability pursuant to Section 7.03(a). The Custodian and any director, officer, employee or agent of the Custodian Protected Parties may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents Protected Parties shall be entitled to indemnification and defense from indemnified by the Trust Fund for and held harmless against any loss, liability or expense incurred without negligencein connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates other than any loss, liability or expense related to a specific Mortgage Loan or Mortgage Loans, except any loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement and any loss, liability or expense incurred by reason of such Protected Party's willful misconductmisfeasance, bad faith on their partor gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, arising out ofin the case of the Master Servicer, its liability pursuant to Section 7.03(a). No Protected Party shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and that in connection withits opinion may involve it in any expense or liability; provided that a Protected Party may, in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the acceptance or administration legal expenses and costs of such action and any liability resulting therefrom shall be, expenses, costs and liabilities of the custodial arrangement created hereunderTrust Fund, including and such Protected Party shall be entitled to be reimbursed therefor out of the costs Master Servicer Collection Account as provided by Section 4.03 and expenses out of defending themselves against any claim or liability the Distribution Account as provided in connection with the exercise or performance of any of their powers or duties hereunderSection 4.05 hereof.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall (a) The Sub-Advisor will not be liable for any action taken error of judgment or omitted to be taken mistake of law or for any loss suffered by it the Advisor or them hereunder by the Trust or the Fund in connection herewith in good faith and believed (which belief may be based upon with the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview performance of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages a loss resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised a breach of the possibility of such damages. Notwithstanding anything herein fiduciary duty with respect to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each receipt of their respective officers, directors and agents compensation for any and all liabilities, obligations, losses, damages, payments, costs services or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount a loss resulting from the willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement. As used in this Section 9(a), the term “Sub-Advisor” shall include any affiliates of the Sub-Advisor performing services for the Fund contemplated hereby and partners, directors, officers and employees of the Sub-Advisor and such personaffiliates. (b) Notwithstanding anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that, as provided in Article Nine of the Declaration of Trust, this Agreement is executed by the Trustees and/or officers of the Trust, not individually but as such Trustees and/or officers of the Trust, and the Custodian’s reliance obligations hereunder are not binding upon any of the Trustees or shareholders individually but bind only the estate of the Trust. (c) The names “BlackRock FundsSM” and “Trustees” of BlackRock FundsSM refer respectively to the trust created and the Trustees, as trustees but not individually or personally, acting from time to time under a Declaration of Trust dated December 22, 1988, which is hereby referred to and a copy of which is on instructions file at the office of the Secretary of the Commonwealth of Massachusetts and at the principal office of the Trust, as may be amended from the Trustee or the Master Servicertime to time. The provisions obligations of this Section 3.7 shall survive “BlackRock FundsSM” entered into in the termination name or on behalf thereof by any of this Custodial Agreement. The Custodian and its directorsthe Trustees, officers, employees representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, officers, representatives or agents shall be entitled to indemnification and defense from of the Trust Fund for personally, but bind only the Trust Property (as defined in the Declaration of Trust), and all persons dealing with any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration class of shares of the custodial arrangement created hereunder, including Trust must look solely to the costs and expenses of defending themselves against any claim or liability in connection with Trust Property belonging to such class for the exercise or performance enforcement of any of their powers or duties hereunderclaims against the Trust.

Limitation on Liability. Neither the Custodian Collateral Agent nor any of its directors, officers, agents officers or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder hereunder, or in connection herewith in good herewith, except that the Collateral Agent shall be liable for its negligence, bad faith and believed or willful misconduct; nor shall the Collateral Agent be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Trust Depositor of this Agreement or any of the Collateral (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it any part thereof). Notwithstanding any term or them to be within the purview provision of this Agreement, the Collateral Agent shall incur no liability to the Trust Depositor or the Secured Party for any action taken or omitted by the Collateral Agent in connection with the Collateral, except for its or their own negligence, lack of good faith the negligence or willful misconductmisconduct on the part of the Collateral Agent, and, further, shall incur no liability to the Secured Party except for negligence or willful misconduct in carrying out its duties to the Secured Party. Subject to Section 4.04, the Collateral Agent shall be protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document reasonably believed by the Collateral Agent to be genuine and to have been duly executed by the appropriate signatory, and (absent actual knowledge to the contrary) the Collateral Agent shall not be required to make any independent investigation with respect thereto. The Custodian and Collateral Agent shall at all times be free independently to establish to its reasonable satisfaction, but shall have no duty to independently verify, the existence or nonexistence of facts that are a condition to the exercise or enforcement of any director, officer, employee right or agent remedy hereunder or under any of the Custodian Transaction Documents. The Collateral Agent may rely in good faith on any document of any kind prima facie properly executed consult with counsel, and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees not be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of good faith and in accordance with the possibility written advice of such damagescounsel. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian The Collateral Agent shall not be liable under any obligation to exercise any of the foregoing Persons for remedial rights or powers vested in it by this Agreement or to follow any amount and any portion of any such amount resulting direction from the willful misfeasanceSecured Party unless it shall have received reasonable security or indemnity satisfactory to the Collateral Agent against the costs, bad faith or negligence of such person, expenses and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall liabilities which might be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderby it.

Limitation on Liability. Neither the Custodian Indenture Collateral Agent nor any of its directors, officers, agents officers or employees, employees shall be liable for any action taken or omitted to be taken by it or them hereunder hereunder, or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreementherewith, except that the Indenture Collateral Agent shall be liable for its or their own negligence, lack of good bad faith or willful misconduct; nor shall the Indenture Collateral Agent be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Issuer of this Indenture or any of the Collateral (or any part thereof). Notwithstanding any term or provision of this Indenture, the Indenture Collateral Agent shall incur no liability to the Issuer or the Issuer Secured Parties for any action taken or omitted by the Indenture Collateral Agent in connection with the Collateral, except for the negligence, bad faith or willful misconduct on the part of the Indenture Collateral Agent, and, further, shall incur no liability to the Issuer Secured Parties except for negligence, bad faith or willful misconduct in carrying out its duties to the Issuer Secured Parties. Subject to Section 6.16, the Indenture Collateral Agent shall be protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document reasonably believed by the Indenture Collateral Agent to be genuine and to have been duly executed by the appropriate signatory, and (absent actual knowledge to the contrary) the Indenture Collateral Agent shall not be required to make any independent investigation with respect thereto. The Custodian and Indenture Collateral Agent shall at all times be free independently to establish to its reasonable satisfaction, but shall have no duty to independently verify, the existence or nonexistence of facts that are a condition to the exercise or enforcement of any director, officer, employee right or agent remedy hereunder or under any of the Custodian Related Documents. The Indenture Collateral Agent may rely in good faith on any document of any kind prima facie properly executed consult with counsel, and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees not be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of good faith and in accordance with the possibility written advice of such damagescounsel. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian The Indenture Collateral Agent shall not be liable under any obligation to exercise any of the foregoing Persons for remedial rights or powers vested in it by this Indenture or to follow any amount and any portion of any such amount resulting direction from the willful misfeasanceControlling Party unless it shall have received reasonable security or indemnity satisfactory to the Indenture Collateral Agent against the costs, bad faith or negligence of such person, expenses and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall liabilities which might be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderby it.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian A Stockholder Representative shall not be liable to any Stockholder for any act of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, Stockholder Representative arising out of, of or in connection with, with the acceptance or administration of its duties under this Agreement, except to the custodial arrangement created hereunderextent any liability, including loss, damage, penalty, fine, cost or expense is actually incurred by such Stockholder as a proximate result of the costs gross negligence, bad faith or willful misconduct of the Stockholder Representative (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith and expenses reasonable judgment). A Stockholder Representative shall not be liable for, and shall be indemnified by the Stockholders (on a several but not joint basis) for, any liability, loss, damage, penalty or fine incurred by the Stockholder Representative (and any cost or expense incurred by the Stockholder Representative in connection therewith and herewith and not previously reimbursed pursuant to subsection (b) above) arising out of defending themselves against any claim or liability in connection with the exercise acceptance or performance administration of its duties under this Agreement, except to the extent that any such liability, loss, damage, penalty, fine, cost or expense is the proximate result of their powers the gross negligence, bad faith or duties hereunderwillful misconduct of the Stockholder Representative (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith and reasonable judgment); provided, however, in no event shall any Stockholder be obligated to indemnify the Stockholder Representative hereunder for any liability, loss, damage, penalty, fine, cost or expense to the extent (and only to the extent) that the aggregate amount of all liabilities, losses, damages, penalties, fines, costs and expenses indemnified by such Stockholder hereunder is or would be in excess of the aggregate payments under this Agreement actually remitted to such Stockholder.

Limitation on Liability. Neither The liability of the Custodian Escrow Agent to transfer funds for the payment of the principal of and interest on the Refunded Bonds shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor any place of payment (paying agent) for the Refunded Bonds shall have any liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of the obligors of the Escrowed Securities to make timely payment thereon, except for the obligation to notify the District promptly of any such occurrence. The recitals herein and in the proceedings authorizing the Bonds shall be taken as the statements of the District and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the proceedings authorizing the Refunding Bonds or the Refunded bonds and is not responsible for nor bound by any of the provisions thereof (except as a place of payment (paying agent) or a paying agent/registrar therefor). In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Agreement. The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the District thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters. It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its directors, officers, agents duties or employees, the exercise of any of its rights and powers hereunder. The Escrow Agent shall not be liable for any action taken or omitted neglected to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the any exercise of reasonable care) care and believed by it or them to be within the purview of discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of judgment; and the Escrow Agent shall not be answerable except for its own action, neglect or their own negligencedefault, lack nor for any loss unless the same shall have been through its negligence or want of good faith faith. Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or willful misconduct. The Custodian and inquire into the happening or occurrence of any director, officer, employee event or agent contingency or the performance or failure of performance of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall District with respect to arrangements or contracts with others, with the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted Escrow Agent's sole duty hereunder being to be taken by it or them hereunder or in connection herewith even if advised of safeguard the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Escrow Fund, to dispose of and deliver the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under same in accordance with this Agreement; provided. If, however, that the Custodian Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall not be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable to any of only for its own misconduct or its negligence. In determining the foregoing Persons for any amount and any portion occurrence of any such amount resulting event or contingency the Escrow Agent may request from the willful misfeasance, bad faith District or negligence any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such personevent or contingency, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of in this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out connection may make inquiries of, or in connection and consult with, among others, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against District at any claim or liability in connection with the exercise or performance of any of their powers or duties hereundertime.

Limitation on Liability. Neither Notwithstanding anything to the Custodian nor contrary contained herein, but subject to the obligations of Paragraph 45 of the Deed of Trust, any claim based on or in respect of its directorsany liability of Maker under this Note, officers, agents the Deed of Trust or employees, any other Loan Document shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed enforced only against the Trust Property (which belief may be based upon the opinion or advice of counsel selected by it as such term is defined in the exercise Deed of reasonable careTrust) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any directorother collateral now or hereafter given to secure this Note and not against any other assets, officer, employee properties or agent funds of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this AgreementMaker; provided, however, that the Custodian liability of Maker for loss, costs or damage arising out of the matters described in the subsections below (collectively, “Non-Recourse Carveout Obligations”) shall not be liable limited solely to any the Trust Property and other collateral now or hereafter given to secure this Note but shall include all of the foregoing Persons assets, properties and funds of Maker (but not those of any direct or indirect members, partners, shareholders, officers, directors, principals, employees, affiliates, or successors or assigns of Maker and of the shareholders of Maker unless such person or entity is a guarantor of the Non-Recourse Carveout Obligations), and Maker shall be liable for: (i) fraud, misrepresentation and waste by Maker, its shareholder or their agents, (ii) any rents, issues or profits collected more than one (1) month in advance of their due dates, (iii) any misapplication of rents, issues or profits, security deposits and any other payments from tenants or occupants (including, without limitation, lease termination fees), insurance proceeds, condemnation awards or other sums of a similar nature, (iv) liability under environmental covenants, conditions and indemnities contained in the Deed of Trust and in any separate environmental indemnity agreements, (v) personalty or fixtures removed or allowed to be removed by or on behalf of Maker and not replaced by items of equal or greater value or functionality than the personalty or fixtures so removed and subject to Payee’s lien, (vi) failure to pay taxes or assessments prior to delinquency, or to pay charges for any amount and labor, materials or other charges which can create liens on any portion of the Trust Property and any such amount resulting from sums expended by Payee in the willful misfeasanceperformance of or compliance with the obligations of Maker under the Loan Documents, bad faith including, without limitation, sums expended to pay taxes or negligence assessments or hazard insurance premiums or bills for utilities or other services or products for the benefit of such personthe Trust Property, (vii) the unauthorized sale, conveyance or transfer of title to the Trust Property or encumbrance of the Trust Property, (viii) the failure of Maker to maintain its status as a single purpose, bankruptcy-remote entity pursuant to its organizational documents and the Loan Documents, (ix) all payments made to any junior mortgagee under any secondary financing on the Trust Property permitted pursuant to Paragraph 9(g) of the Deed of Trust, and the Custodian(x) reasonable attorney’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directorsfees, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the court costs and other expenses of defending themselves against any claim or liability incurred by Payee in connection with the exercise or performance enforcement of Maker’s personal liability as set forth herein. Nothing herein shall be deemed (w) to be a waiver of any right which Payee may have under any bankruptcy law of their powers the United States or duties hereunderthe state where the Trust Property is located including, but not limited to, Section 506(a), 506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the indebtedness secured by the Deed of Trust or to require that all collateral securing the indebtedness secured hereby shall continue to secure all of the indebtedness owing to Payee in accordance with this Note, the Deed of Trust and the other Loan Documents; (x) to impair the validity of the indebtedness secured by the Deed of Trust; (y) to impair the right of Payee as mortgagee or secured party to commence an action to foreclose any lien or security interest; or (z) to modify, diminish or discharge the liability of any guarantor under any guaranty or of any indemnitor under any indemnity agreement.

Limitation on Liability. Neither In consideration of the Custodian nor benefits accruing hereunder, Tenant and all successors and assigns covenant and agree that, in the event of any actual or alleged failure, breach or default hereunder by Landlord: (a) Notwithstanding anything to the contrary contained in this Lease or in any exhibits, Riders or addenda hereto attached (collectively the “Lease Documents”), it is expressly understood and agreed by and between the parties hereto that: (i) the recourse of Tenant or its successors or assigns against Landlord with respect to the alleged breach by or on the part of Landlord of any representation, warranty, covenant, undertaking or agreement contained in any of the Lease Documents or otherwise arising out of Tenant’s use of the Premises or the Building (collectively, “Landlord’s Lease Undertakings”) shall extend only to Landlord’s interest in the real estate of which the Premises demised under the Lease Documents are a part (“Landlord’s Real Estate”) and not to any other assets of Landlord or its constituent members; (ii) except to the extent of Landlord’s interest in Landlord’s Real Estate, no personal liability or personal responsibility of any sort with respect to any of Landlord’s Lease Undertakings or any alleged breach thereof is assumed by, or shall at any time be asserted or enforceable against, Landlord, its constituent members, or against any of their respective directors, officers, agents or employees, agents, constituent members, beneficiaries, trustees or representatives; and (iii) in no event shall Landlord be liable to Tenant for any action taken special, indirect or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed consequential damages, including gross profits, arising hereunder. (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable careb) by it or them to be within the purview of this AgreementNo member, except for its or their own negligencepartner, lack of good faith or willful misconduct. The Custodian and any stockholder, director, officer, employee or agent beneficiary or trustee (collectively, “Member”) of Landlord shall be sued or named as a party in any suit or action (except as may be necessary to secure jurisdiction over Landlord); (c) No service of process shall be made against any Member of Landlord (except as may be necessary to secure jurisdiction over Landlord); (d) No Member of Landlord shall be required to answer or otherwise plead to any service of process; (e) No judgment will be taken against any Member of Landlord; (f) Any judgment taken against any Member of Landlord may be vacated and set aside at any time nunc pro tunc; (g) Except for the Custodian may rely in good faith on any document Building, no writ of execution will ever be levied against the assets of any kind prima facie properly executed Member of Landlord; (h) These covenants and submitted agreements are enforceable both by Landlord and also by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised Member of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderLandlord.

Limitation on Liability. Neither the Custodian nor If loss or damage to any of Customer’s Products arises from any cause (including improper loading and unloading of Customer’s Products or actions not conforming to Customer’s orders on the part of Terminal, its directors, officers, agents or employees, shall be liable for any action taken agents, or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreementcontractors), except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall Terminal will not be liable to any of Customer for more than the foregoing Persons for any amount and any portion actual cost to Customer of any such amount lost or damaged Product, less salvage value. Terminal will not be responsible for Adverse Consequences resulting from the willful misfeasance, bad faith loss or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance destruction of any of their powers Customer’s Products except and to the extent that such loss or duties hereunderdestruction is caused by the negligence of Terminal, its employees, agents or invitees (other than Customer or Customer’s employees, agents or invitees). Terminal will not be responsible for chemical deterioration of any of Customer’s Products resulting from the ordinary storage of Customer’s Products at a Terminal Facility. Terminal will have no liability to a Customer Indemnitee unless a written claim is delivered to Terminal by the Customer Indemnitee within four months after Terminal reports the alleged loss to the Customer or the Customer discovers the alleged loss, whichever is earlier. Customer may not make any deductions from any invoice presented by Terminal pending the resolution of any claim. EXCEPT AS EXPRESSLY HEREIN PROVIDED, THERE ARE NO GUARANTEES OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE. Notwithstanding anything to the contrary contained in this Agreement, Terminal will not have liability for any reason whatsoever to Customer for evaporation, shrinkage or other loss of Product (“Product Losses”) in an amount equal to or less than 0.3% (three-tenths of one percent) of the average volume of Customer’s Products stored at a Terminal Facility for the relevant period of time (the “Deduction Amount”). Terminal shall be accountable for the delivery of that quantity of Product accepted and received by Terminal after the deduction of the Deduction Amount. Product Losses shall be calculated and reported on a monthly basis. Terminal, at its option, shall either replace or pay Customer the fair market value for all Product Losses in excess of the Deduction Amount. The fair market value of the Product is computed from the average low posted price of the products for the closest geographical area for the point of delivery as reported in ▇▇▇▇▇’▇ Oilgram Price Service for the twelve months preceding the date on which the Product Loss took place. Settlements will be made annually.

Limitation on Liability. Neither of the Custodian nor Depositor, the Seller, the Servicer, the Master Servicer and Others. None of the Depositor, the Seller, the Servicer and the Master Servicer or any of its the directors, officers, employees or agents or employeesof the Depositor, the Seller, the Servicer and the Master Servicer shall be liable under any liability to the Trust Fund or the Certificateholders for any action taken or omitted to be taken by it or them hereunder or in connection herewith for refraining from the taking of any action in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them pursuant to be within the purview of this Agreement, except or for its errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, the Servicer and the Master Servicer or their own negligenceany such person against any breach of warranties, lack representations or covenants made herein, or against any specific liability imposed on the Depositor, the Seller, the Servicer and the Master Servicer pursuant hereto, or against any liability which would otherwise be imposed by reason of good willful misfeasance, bad faith or willful misconductnegligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Custodian Depositor, the Seller, the Servicer and the Master Servicer and any director, officer, employee or agent of the Custodian Depositor, the Seller, the Servicer and the Master Servicer may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any person Person respecting any matters arising hereunder. In no event The Depositor, the Seller, the Servicer and the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller, the Servicer and the Master Servicer shall be indemnified and held harmless by the Custodian Trust Fund against any loss, liability or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or expense incurred in connection herewith even if advised with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense (i) in the case of the possibility of such damages. Notwithstanding anything herein Servicer, relating to the contraryServicer’s failure to service any Mortgage Loan in accordance with this Agreement, the Custodian agrees unless such loss, liability or expense is otherwise reimburseable pursuant to indemnify the Trust Fundthis Agreement, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, (ii) incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian reason of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Servicer and the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and, in its opinion, does not involve it in any expense or liability; provided, however, that each of the Depositor, the Seller, the Servicer and the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, unless the Depositor, the Seller, the Master Servicer or the Servicer acts without the consent of FSA or the Holders of Certificates entitled to at least 51% of the Voting Rights (which consent shall not be necessary in the case of litigation or other legal action by either to enforce or perform their respective rights or obligations under this Agreement or defend themselves hereunder), the legal expenses and costs of such person, action and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any liability resulting therefrom (except any loss, liability or expense incurred without negligence, by reason of willful misconductmisfeasance, bad faith on their partor negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder) shall be expenses, arising out ofcosts and liabilities of the Trust Fund, and the Depositor, the Seller, the Servicer and the Master Servicer shall be entitled to be reimbursed therefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account. The Servicer (except the Master Servicer to the extent it has succeeded the Servicer as required hereunder) indemnifies and holds the Trustee, the Depositor, the Master Servicer and the Trust Fund harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor, the Master Servicer or the Trust Fund may sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Servicer shall immediately notify the Trustee, the Master Servicer and the Depositor if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expenses, and the Servicer shall assume (with the consent of the Master Servicer) the defense of any such claim and pay all expenses in connection withtherewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Depositor, the acceptance Seller, the Servicer and the Master Servicer and/or the Trust Fund in respect of such claim. The provisions of this paragraph shall survive the termination of this Agreement, the resignation or administration removal of the custodial arrangement created hereunderTrustee and the Master Servicer and the payment of the outstanding Certificates. Any payment hereunder made by the Servicer to the Trustee or the Master Servicer shall be from the Servicer’s own funds, including without reimbursement from the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderTrust Fund.

Limitation on Liability. Neither of the Custodian nor Purchaser, the Depositor, the Seller, the Master Servicer and Others. None of the Purchaser, the Depositor, the Seller, the Master Servicer or any of its the directors, officers, employees or agents of the Purchaser, the Depositor, the Seller or employees, the Master Servicer shall be liable under any liability to the Certificateholders for any action taken or omitted to be taken by it or them hereunder or in connection herewith for refraining from the taking of any action in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them pursuant to be within the purview of this Agreement, except or for its errors in judgment; provided, however, that this provision shall not protect the Purchaser, the Depositor, the Seller, the Master Servicer or their own negligenceany such Person against any breach of representations or warranties made by it herein or protect the Purchaser, lack the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of good willful misfeasance, bad faith or willful misconductgross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Custodian Purchaser, the Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Custodian Purchaser, the Depositor, the Seller or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising hereunder. In no event shall The Purchaser, the Custodian Depositor, the Seller, the Master Servicer and any director, officer, employee or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised agent of the possibility of such damages. Notwithstanding anything herein to the contraryPurchaser, the Custodian agrees to indemnify the Trust FundDepositor, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee Seller or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents Servicer shall be entitled to indemnification and defense from indemnified by the Trust Fund for and held harmless against any loss, liability or expense incurred without negligencein connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misconductmisfeasance, bad faith on their part, arising out of, or gross negligence in connection withthe performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Purchaser, the acceptance Depositor, the Seller or administration the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the custodial arrangement created Purchaser, the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, including the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and expenses liabilities of defending themselves against any claim or liability in connection with the exercise or performance Trust Fund, and the Purchaser, the Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of any of their powers or duties hereunderthe Certificate Account.

Limitation on Liability. Neither The Securities Intermediary shall not have any duties or obligations except those expressly set forth herein and shall satisfy those duties expressly set forth herein so long as it acts without gross negligence, willful misconduct, fraud or bad faith. Without limiting the Custodian nor generality of the foregoing, the Securities Intermediary shall not be subject to any fiduciary or other implied duties, and the Securities Intermediary shall not have any duty to take any discretionary action or exercise any discretionary powers. None of its directorsthe Securities Intermediary, officersany officer, agents agent, stockholder, partner, member, director or employeesemployee of the Securities Intermediary or any Affiliate of the Securities Intermediary shall have any liability, shall be liable whether direct or indirect and whether in contract, tort or otherwise, for (i) any action taken or omitted to be taken by it or any of them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion unless such act or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own omission constituted gross negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee fraud or agent of the Custodian may rely in good bad faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian its part or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from (ii) any action taken or omitted to be taken by it or them hereunder or the Securities Intermediary in connection herewith even if advised accordance with the terms hereof at the express direction of the possibility Secured Party. In addition, the Securities Intermediary shall have no liability for making any investment or reinvestment of any cash balance in any Secured Account, or holding amounts uninvested in such damages. Notwithstanding anything herein accounts, pursuant to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each terms of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that . The liabilities of the Custodian Securities Intermediary shall be limited to those expressly set forth in this Agreement. The Securities Intermediary shall not be liable for any action it takes or omits to take in good faith that it reasonably believes to be authorized or within its rights or powers hereunder. The Securities Intermediary shall not be deemed to have notice or knowledge of any Event of Default or Notice of Exclusive Control unless an Authorized Officer of the foregoing Persons Securities Intermediary has actual knowledge thereof or unless written notice thereof is received by an Authorized Officer of the Securities Intermediary. For the avoidance of doubt, to the extent permitted by applicable law, the Securities Intermediary shall not be responsible for any amount complying with Section 8-505(a) of the UCC. With the exception of (x) this Agreement, (y) relevant terms used herein and any portion expressly defined in the Credit Agreement and (z) the provisions of the Credit Agreement expressly referred to herein, the Securities Intermediary is not responsible for or chargeable with knowledge of any such amount resulting from terms or conditions contained in any agreement referred to herein, including, but not limited to, the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Credit Agreement. The Custodian and its directors, officers, employees and agents Securities Intermediary shall in no event be entitled to indemnification and defense from liable for the Trust Fund for application or misapplication of funds by any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out ofother person, or in connection withfor the acts or omissions of any other person (including, the acceptance or administration without limitation, those of the custodial arrangement created hereunderDebtor). The Securities Intermediary shall not be bound to make any investigation into the facts or matters stated in any certificate, including the costs and expenses of defending themselves against any claim report or liability in connection with the exercise or performance of any of their powers or duties hereunderother document.

Limitation on Liability. Neither the Custodian nor any of its The directors, officers, employees or agents of the Transferor shall not be under any liability to the Trust, the Trustee, the Certificateholders, any Enhancement Provider or employeesany other Person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement and any Supplement and the issuance of the Certificates; provided, however, that this provision shall not protect the officers, directors, employees or agents of the Transferor against any liability which would otherwise be liable imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Except as provided in Section 7.04, the Transferor shall not be under any liability to the Trust, the Trustee, the Certificateholders, any Enhancement Provider or any other Person for any action taken or omitted for refraining from the taking of any action in its capacity as Transferor pursuant to this Agreement or any Supplement whether arising from express or implied duties under this Agreement or any Supplement; provided, however, that this provision shall not protect the Transferor against any liability which would otherwise be taken imposed by it reason of willful misfeasance, bad faith or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it gross negligence in the exercise performance of reasonable care) duties or by it or them to be within the purview reason of this Agreement, except for its or their own negligence, lack reckless disregard of good faith or willful misconductobligations and duties hereunder. The Custodian Transferor and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

Limitation on Liability. (a) The Backup Servicer undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of the Backup Servicer hereunder. Without limiting the generality of the foregoing, the Backup Servicer, except as expressly set forth herein, shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer. The Backup Servicer may act through its agents, nominees, attorneys and custodians in performing any of its duties and obligations under this Agreement, it being understood by the parties hereto that the Backup Servicer will be responsible for any willful misconduct or gross negligence on the part of such agents, attorneys or custodians acting on the routine and ordinary day-to-day operations for and on behalf of the Backup Servicer. Neither the Custodian Backup Servicer nor any of its officers, directors, officersemployees or agents shall be liable, agents directly or employeesindirectly, for any damages or expenses arising out of the services performed under this Agreement other than damages or expenses that result from the gross negligence or willful misconduct of it or them or the failure to perform materially in accordance with this Agreement. (b) The Backup Servicer shall not be liable for any action taken obligation of the Servicer contained in this Agreement or omitted for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to be taken by it or them the Backup Servicer hereunder or on which the Backup Servicer must rely in connection herewith in good faith order to perform its obligations hereunder, and believed (which belief may be based upon the opinion or advice of counsel selected by it in Secured Parties, the exercise of reasonable care) by it or them Administrative Agent, the Backup Servicer and the Collateral Custodian each agree to be within look only to the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconductServicer to perform such obligations. The Custodian Backup Servicer shall have no responsibility and shall not be in default hereunder or incur any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable liability for any specialfailure, indirect error, malfunction or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or delay in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for carrying out any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; providedAgreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer or the failure of any such other Person to prepare or provide such information. The Backup Servicer shall have no responsibility, however, that the Custodian shall not be liable in default and shall incur no liability for (i) any act or failure to any of the foregoing Persons for any amount and any portion act of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunderthird party, including the costs and expenses of defending themselves against Servicer, (ii) any claim inaccuracy or liability omission in connection with a notice or communication received by the exercise Backup Servicer from any third party, (iii) the invalidity or performance unenforceability of any Collateral under Applicable Law, (iv) the breach or inaccuracy of their powers any representation or duties hereunderwarranty made with respect to any Collateral, or (v) the acts or omissions of any successor Backup Servicer.

Limitation on Liability. Neither of the Custodian nor Depositor, the Seller, the Servicer, the Master Servicer and Others. None of the Depositor, the Seller, the Servicer and the Master Servicer or any of its the directors, officers, employees or agents of the Depositor, the Seller, the Servicer or employees, the Master Servicer shall be liable under any liability to the Trust Fund or the Certificateholders for any action taken or omitted to be taken by it or them hereunder or in connection herewith for refraining from the taking of any action in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them pursuant to be within the purview of this Agreement, except or for its errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, the Servicer and the Master Servicer or their own negligenceany such person against any breach of warranties, lack representations or covenants made herein, or against any specific liability imposed on the Depositor, the Seller, the Servicer or the Master Servicer pursuant hereto, or against any liability which would otherwise be imposed by reason of good willful misfeasance, bad faith or willful misconductnegligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Custodian Depositor, the Seller, the Servicer and the Master Servicer and any director, officer, employee or agent of the Custodian Depositor, the Seller, the Servicer or the Master Servicer may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any person Person respecting any matters arising hereunder. In no event The Depositor, the Seller, the Servicer and the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller, the Servicer and the Master Servicer shall be indemnified and held harmless by the Custodian Trust Fund against any loss, liability or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or expense incurred in connection herewith even if advised with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense (i) in the case of the possibility of such damages. Notwithstanding anything herein Servicer, relating to the contraryServicer’s failure to service any Mortgage Loan in accordance with this Agreement, the Custodian agrees unless such loss, liability or expense is otherwise reimburseable pursuant to indemnify the Trust Fundthis Agreement, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, (ii) incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian reason of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Servicer and the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and, in its opinion, does not involve it in any expense or liability; provided, however, that each of the Depositor, the Seller, the Servicer and the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such person, action and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any liability resulting therefrom (except any loss, liability or expense incurred without negligence, by reason of willful misconductmisfeasance, bad faith on their partor negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder) shall be expenses, arising out ofcosts and liabilities of the Trust Fund, and the Depositor, the Seller, the Servicer and the Master Servicer shall be entitled to be reimbursed therefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account. The Servicer (except the Master Servicer to the extent it has succeeded the Servicer as required hereunder) indemnifies and holds the Trustee, the Depositor, the Master Servicer and the Trust Fund harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor, the Master Servicer or the Trust Fund may sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Servicer shall immediately notify the Trustee, the Master Servicer and the Depositor if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expenses, and the Servicer shall assume (with the consent of the Master Servicer) the defense of any such claim and pay all expenses in connection withtherewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Depositor, the acceptance Seller, the Servicer and the Master Servicer and/or the Trust Fund in respect of such claim. The provisions of this paragraph shall survive the termination of this Agreement, the resignation or administration removal of the custodial arrangement created hereunderTrustee and the Master Servicer and the payment of the outstanding Certificates. Any payment hereunder made by the Servicer to the Trustee or the Master Servicer shall be from the Servicer’s own funds, including without reimbursement from the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderTrust Fund.

Limitation on Liability. (a) The Backup Servicer undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of the Backup Servicer hereunder. Without limiting the generality of the foregoing, the Backup Servicer, except as expressly set forth herein, shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer. The Backup Servicer may act through its agents, nominees, attorneys and custodians in performing any of its duties and obligations under this Agreement, it being understood by the parties hereto that the Backup Servicer will be responsible for any misconduct or negligence on the part of such agents, attorneys or custodians acting on the routine and ordinary day-to-day operations for and on behalf of the Backup Servicer. Neither the Custodian Backup Servicer nor any of its officers, directors, officersemployees or agents shall be liable, agents directly or employeesindirectly, for any damages or expenses arising out of the services performed under this Agreement other than damages or expenses that result from the gross negligence or willful misconduct of it or them or the failure to perform materially in accordance with this Agreement. (b) The Backup Servicer shall not be liable for any action taken obligation of the Servicer contained in this Agreement or omitted for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to be taken by it or them the Backup Servicer hereunder or on which the Backup Servicer must rely in connection herewith in good faith order to perform its obligations hereunder, and believed (which belief may be based upon the opinion or advice of counsel selected by it in Secured Parties, the exercise of reasonable care) by it or them Administrative Agent and the Collateral Custodian each agree to be within look only to the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconductServicer to perform such obligations. The Custodian Backup Servicer shall have no responsibility and shall not be in default hereunder or incur any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable liability for any specialfailure, indirect error, malfunction or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or delay in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for carrying out any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; providedAgreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer or the failure of any such other Person to prepare or provide such information. The Backup Servicer shall have no responsibility, however, that the Custodian shall not be liable in default and shall incur no liability for (i) any act or failure to any of the foregoing Persons for any amount and any portion act of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunderthird party, including the costs and expenses of defending themselves against Servicer, (ii) any claim inaccuracy or liability omission in connection with a notice or communication received by the exercise Backup Servicer from any third party, (iii) the invalidity or performance unenforceability of any Asset under Applicable Law, (iv) the breach or inaccuracy of their powers any representation or duties hereunderwarranty made with respect to any Asset, or (v) the acts or omissions of any successor Backup Servicer.

Limitation on Liability. Neither Notwithstanding anything to the Custodian contrary contained in the Margin Loan Documents (a) neither any of the members of the managing body or trustees of the Borrower (collectively, the “Members”) nor any shareholders or other equity holders of its directorsthe Borrower (collectively, officersthe “Shareholders”) nor any managers or officers of the Borrower (collectively, agents the “Officers”) shall have any personal liability whatsoever to the Bank under any of the Margin Loan Documents, (b) the Bank shall look solely to the assets of the Fund allocable to the Borrower for the payment of any debt, damage, judgment or employeesdecree, or for any money that may otherwise become due or payable to any of them by the Borrower under any of the Margin Loan Documents, and (c) all dealings, undertakings and obligations of the Members, the Shareholders or the Officers under the Margin Loan Documents shall be liable deemed to have been made subject to the foregoing limitations; provided however that nothing contained herein shall limit, restrict, prevent or otherwise prohibit the Bank from pursuing any claim or cause of action which it may now or hereafter have against any Member, Shareholder or Officer for any action taken fraud or omitted to be taken by it misappropriation of funds or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconductassets. The Custodian and any director, officer, employee or agent A copy of the Custodian may rely in good faith Fund’s declaration of trust is on any document file with the Secretary of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised State of the possibility Commonwealth of such damages. Notwithstanding anything herein to Massachusetts, and notice is hereby given that obligations of the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian Borrower hereunder shall not be liable to binding upon any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasanceshareholders, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directorstrustees, officers, employees or agents of the Borrower, personally, but shall bind only the trust property of the Fund allocable to the Borrower, as provided in the declaration of trust of the Fund. The execution and agents delivery of this Agreement have been authorized by the trustees of the Borrower and signed by an officer of the Borrower, acting as such, and neither such authorization by such trustees nor such execution and delivery by such officer shall be entitled deemed to indemnification and defense from have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration trust property of the custodial arrangement created hereunder, including Fund allocable to the costs and expenses Borrower as provided in the declaration of defending themselves against any claim or liability in connection with trust of the exercise or performance of any of their powers or duties hereunderFund.

Limitation on Liability. Neither the Custodian nor (a) Each Party shall take all steps to mitigate any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by Losses it or them hereunder or in connection herewith in good faith and believed (which belief may be based would otherwise suffer upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document becoming aware of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian which would reasonably be expected to, or its directorsdoes, officersgive rise to Losses, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein including incurring costs only to the contraryextent reasonably necessary or appropriate to remedy the breach which gives rise to the Losses. (b) Seller will jointly and severally indemnify and hold Purchaser and its Affiliates (each, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for a “Purchaser Party”) harmless from any and all liabilitiesLosses, obligationsincluding all judgments, lossesamounts paid in settlements, damages, payments, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or expenses incur as a result of or relating to (a) any breach of any kind whatsoever that may be imposed onof the representations, incurred warranties, covenants or agreements made by a Seller in this Agreement or asserted in the other Transaction Documents or (b) any action instituted against the Trustee Purchaser Parties in any capacity, or Trust Fundany of them or their respective Affiliates, due to by any negligent performance by stockholder of the Custodian Company who is not an Affiliate of its duties and responsibilities under this Agreement; providedsuch Purchaser Party, however, that the Custodian shall not be liable with respect to any of the foregoing Persons transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, wilful misconduct or malfeasance). (c) Seller shall promptly, jointly and severally indemnify and reimburse Purchaser, its Affiliates and the Company for any amount indebtedness or Loss incurred by the Purchaser, its Affiliates, or the Company (or any of its shareholders, Subsidiaries or Affiliates) which were incurred, were payable, or which are otherwise related to time periods on or prior to the Closing. (d) Seller shall promptly, jointly and any portion of any such amount resulting from the willful misfeasanceseverally indemnify and reimburse Purchaser, bad faith or negligence of such person, its Affiliates and the Custodian’s reliance on instructions from Company for any indebtedness or Losses incurred by the Trustee Purchaser, its Affiliates or the Master Servicer. The provisions Company (or any of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directorsshareholders, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability Subsidiaries or expense incurred without negligence, willful misconduct, bad faith on their part, Affiliates) arising out of, of or in connection withwith any activities or obligations of the Subsidiaries or their respective Affiliates at any time on, prior to or following the Closing until Seller and/or their Affiliates no longer manage the Subsidiaries. (e) Seller shall promptly, jointly and severally indemnify and reimburse Purchaser, its Affiliates and the Company for any tax or related Loss relating to the Company or its Subsidiaries which is payable or incurred by the Purchaser, the acceptance Company or administration any of its Subsidiaries within three (3) years after the Closing Date, which tax or related Loss has not been disclosed to the Purchaser or reported in the Company’s accounts or financial statements as of the custodial arrangement created Closing Date. (f) In calculating amounts of any Losses payable to a Party hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance amount of any Losses shall be determined without duplication of their powers any other Losses for which such Party claim has been made under any other representation, warranty, covenant, or duties hereunderagreement.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian TRA Representative shall not be liable to any TRA Party for any act of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, TRA Representative arising out of, of or in connection with, with the acceptance or administration of its duties under this Agreement, except to the custodial arrangement created hereunderextent any liability, including loss, damage, penalty, fine, cost or expense is actually incurred by such TRA Party as a proximate result of the costs bad faith or willful misconduct of the TRA Representative (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such action or omission being made in good faith and expenses with reasonable judgment). The TRA Representative shall not be liable for, and shall be indemnified by the TRA Parties (on a several but not joint basis) for, any liability, loss, damage, penalty or fine incurred by the TRA Representative (and any cost or expense incurred by the TRA Representative in connection therewith and herewith and not previously reimbursed pursuant to subsection (b) above) arising out of defending themselves against any claim or liability in connection with the exercise acceptance or performance administration of its duties under this Agreement, except to the extent that any such liability, loss, damage, penalty, fine, cost or expense is the proximate result of the bad faith or willful misconduct of the TRA Representative (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such action or omission being made in good faith and with reasonable judgment); provided, however, in no event shall any TRA Party be obligated to indemnify the TRA Representative hereunder for any liability, loss, damage, penalty, fine, cost or expense to the extent (and only to the extent) that the aggregate amount of all liabilities, losses, damages, penalties, fines, costs and expenses indemnified by such TRA Party hereunder is or would be in excess of the aggregate payments under this Agreement actually remitted to such TRA Party. Each TRA Party’s receipt of any and all benefits to which such TRA Party is entitled under this Agreement, if any, is conditioned upon and subject to such TRA Party’s acceptance of their powers or duties hereunderall obligations, including the obligations of this Section 7.12(c), applicable to such TRA Party under this Agreement.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall (a) The Sub-Advisor will not be liable for any action taken error of judgment or omitted to be taken mistake of law or for any loss suffered by it the Advisor or them hereunder by the Trust or the Fund in connection herewith in good faith and believed (which belief may be based upon with the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview performance of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages a loss resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised a breach of the possibility of such damages. Notwithstanding anything herein fiduciary duty with respect to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each receipt of their respective officers, directors and agents compensation for any and all liabilities, obligations, losses, damages, payments, costs services or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount a loss resulting from the willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement. As used in this Section 9(a), the term “Sub-Advisor” shall include any affiliates of the Sub-Advisor performing services for the Fund contemplated hereby and partners, directors, officers and employees of the Sub-Advisor and such personaffiliates. (b) Notwithstanding anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that, as provided in Article Nine of the Declaration of Trust, this Agreement is executed by the Trustees and/or officers of the Trust, not individually but as such Trustees and/or officers of the Trust, and the Custodian’s reliance obligations hereunder are not binding upon any of the Trustees or shareholders individually but bind only the estate of the Trust. (c) The names “BlackRock Funds II” and “Trustees” of BlackRock Funds II refer respectively to the trust created and the Trustees, as trustees but not individually or personally, acting from time to time under a Declaration of Trust dated April 26, 2007, which is hereby referred to and a copy of which is on instructions file at the office of the Secretary of the Commonwealth of Massachusetts and at the principal office of the Trust, as may be amended from the Trustee or the Master Servicertime to time. The provisions obligations of this Section 3.7 shall survive “BlackRock Funds II” entered into in the termination name or on behalf thereof by any of this Custodial Agreement. The Custodian and its directorsthe Trustees, officers, employees representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, officers, representatives or agents shall be entitled to indemnification and defense from of the Trust Fund for personally, but bind only the Trust Property (as defined in the Declaration of Trust), and all persons dealing with any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration class of shares of the custodial arrangement created hereunder, including Trust must look solely to the costs and expenses of defending themselves against any claim or liability in connection with Trust Property belonging to such class for the exercise or performance enforcement of any of their powers or duties hereunderclaims against the Trust.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall (a) The Sub-Advisor will not be liable for any action taken error of judgment or omitted to be taken mistake of law or for any loss suffered by it the Advisor or them hereunder by the Trust or the Fund in connection herewith in good faith and believed (which belief may be based upon with the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview performance of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages a loss resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised a breach of the possibility of such damages. Notwithstanding anything herein fiduciary duty with respect to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each receipt of their respective officers, directors and agents compensation for any and all liabilities, obligations, losses, damages, payments, costs services or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount a loss resulting from the willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement. As used in this Section 8(a), the term “Sub-Advisor” shall include any affiliates of the Sub-Advisor performing services for the Fund contemplated hereby and partners, directors, officers and employees of the Sub-Advisor and such personaffiliates. (b) Notwithstanding anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that, as provided in Article Nine of the Declaration of Trust, this Agreement is executed by the Trustees and/or officers of the Trust, not individually but as such Trustees and/or officers of the Trust, and the Custodian’s reliance obligations hereunder are not binding upon any of the Trustees or shareholders individually but bind only the estate of the Trust. (c) The names “BlackRock FundsSM” and “Trustees” of BlackRock FundsSM refer respectively to the trust created and the Trustees, as trustees but not individually or personally, acting from time to time under a Declaration of Trust dated December 22, 1988, which is hereby referred to and a copy of which is on instructions file at the office of the Secretary of the Commonwealth of Massachusetts and at the principal office of the Trust, as may be amended from the Trustee or the Master Servicertime to time. The provisions obligations of this Section 3.7 shall survive “BlackRock FundsSM” entered into in the termination name or on behalf thereof by any of this Custodial Agreement. The Custodian and its directorsthe Trustees, officers, employees representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, officers, representatives or agents shall be entitled to indemnification and defense from of the Trust Fund for personally, but bind only the Trust Property (as defined in the Declaration of Trust), and all persons dealing with any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration class of shares of the custodial arrangement created hereunder, including Trust must look solely to the costs and expenses of defending themselves against any claim or liability in connection with Trust Property belonging to such class for the exercise or performance enforcement of any of their powers or duties hereunderclaims against the Trust.

Limitation on Liability. Neither Tenant shall look only to Landlord’s estate and property in the Custodian nor Real Property (which shall be deemed to include the proceeds of any insurance (net of its any required expenditures under this lease made by Landlord), condemnation (after all required expenditures under this lease made by Landlord), sale or refinancing proceeds received by Landlord with respect to the Real Property) for the satisfaction of Tenant’s remedies, for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and otherwise no other property or assets of Landlord or any property or assets of any Landlord Party, disclosed or undisclosed, shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this lease, the relationship of Landlord and Tenant hereunder or Tenant’s use or occupancy of the Premises. Notwithstanding the foregoing, with respect to any sale of the Real Property, the purchaser shall assume all the obligations of Landlord under this lease, including, without limitation, all Landlord Reimbursement Amounts and other amounts that are then payable by Landlord to Tenant under this lease. Further, any contract respecting such sale shall be deemed to include an assumption by purchaser of the contingent liability for the unaccrued portion of Landlord Reimbursement Amounts. The obligations of Tenant under this Lease do not constitute personal obligations of the individual partners, directors, officers, agents or employees, shareholders of Tenant solely in such capacity and any such person or entity that shall be liable for any action taken an assignee, subtenant, guarantor or omitted otherwise agree to be taken by it or them bound to Landlord pursuant to a separate written agreement shall have express liability hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereundercapacity.

Limitation on Liability. Neither The Securities Intermediary shall not have any duties or obligations except those expressly set forth herein and shall satisfy those duties expressly set forth herein so long as it acts without gross negligence, willful misconduct, fraud or bad faith. Without limiting the Custodian nor generality of the foregoing, the Securities Intermediary shall not be subject to any fiduciary or other implied duties, and the Securities Intermediary shall not have any duty to take any discretionary action or exercise any discretionary powers. None of its directorsthe Securities Intermediary, officersany officer, agents agent, stockholder, partner, member, director or employeesemployee of the Securities Intermediary or any Affiliate of the Securities Intermediary shall have any liability, shall be liable whether direct or indirect and whether in contract, tort or otherwise, for (i) any action taken or omitted to be taken by it or any of them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion unless such act or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own omission constituted gross negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee fraud or agent of the Custodian may rely in good bad faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian its part or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from (ii) any action taken or omitted to be taken by it or them hereunder or the Securities Intermediary in connection herewith even if advised accordance with the terms hereof at the express direction of the possibility Secured Party. In addition, the Securities Intermediary shall have no liability for making any investment or reinvestment of any cash balance in any Secured Account, or holding amounts uninvested in such damages. Notwithstanding anything herein accounts, pursuant to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each terms of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that . The liabilities of the Custodian Securities Intermediary shall be limited to those expressly set forth in this Agreement. The Securities Intermediary shall not be liable for any action it takes or omits to take in good faith that it reasonably believes to be authorized or within its rights or powers hereunder. The Securities Intermediary shall not be deemed to have notice or knowledge of any Event of Default or Notice of Exclusive Control unless a Responsible Officer of the foregoing Persons Securities Intermediary has actual knowledge thereof or unless written notice thereof is received by a Responsible Officer of the Securities Intermediary. For the avoidance of doubt, to the extent permitted by applicable law, the Securities Intermediary shall not be responsible for any amount complying with Section 8-505(a) of the UCC. With the exception of (x) this Agreement, (y) relevant terms used herein and any portion expressly defined in the Credit Agreement and (z) the provisions of the Credit Agreement expressly referred to herein, the Securities Intermediary is not responsible for or chargeable with knowledge of any such amount resulting from terms or conditions contained in any agreement referred to herein, including, but not limited to, the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Credit Agreement. The Custodian and its directors, officers, employees and agents Securities Intermediary shall in no event be entitled to indemnification and defense from liable for the Trust Fund for application or misapplication of funds by any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out ofother person, or in connection withfor the acts or omissions of any other person (including, the acceptance or administration without limitation, those of the custodial arrangement created hereunderDebtor). The Securities Intermediary shall not be bound to make any investigation into the facts or matters stated in any certificate, including the costs and expenses of defending themselves against any claim report or liability in connection with the exercise or performance of any of their powers or duties hereunderother document.

Limitation on Liability. Neither the Custodian Collateral Agent nor any of its directors, officers, agents officers or employees, employees shall be liable for any action taken or omitted to be taken by it or them hereunder hereunder, or in connection herewith herewith, except that the Collateral Agent shall be liable for its negligence, bad faith or willful misconduct; nor shall the Collateral Agent be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Issuing Entity of this Agreement or any of the Spread Account Agreement Collateral (or any part thereof). Notwithstanding any term or provision of this Agreement, the Collateral Agent shall incur no liability to the Issuing Entity or the Issuing Entity Secured Parties for any action taken or omitted by the Collateral Agent in good faith connection with the Spread Account Agreement Collateral, except for the negligence or willful misconduct on the part of the Collateral Agent, and, further, shall incur no liability to the Issuing Entity Secured Parties except for negligence or willful misconduct in carrying out its duties to the Issuing Entity Secured Parties. Subject to Section 4.04 hereof, the Collateral Agent shall be completely protected and believed (which belief may be based shall incur no liability to any such party in relying upon the opinion accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or advice other document reasonably believed by the Collateral Agent to be genuine and to have been duly executed by the appropriate signatory, and (absent actual knowledge to the contrary) the Collateral Agent shall not be required to make any independent investigation with respect thereto. The Collateral Agent shall at all times be free independently to establish to its reasonable satisfaction, but shall have no duty to independently verify, the existence or nonexistence of facts that are a condition to the exercise or enforcement of any right or remedy hereunder or under any of the Basic Documents. The Collateral Agent may consult with counsel selected by it in the exercise of reasonable with due care) by it or them to , and shall not be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of good faith and in accordance with the possibility advice of such damagescounsel. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian The Collateral Agent shall not be liable under any obligation to exercise any of the foregoing Persons for remedial rights or powers vested in it by this Agreement or to follow any amount and any portion of any such amount resulting direction from the willful misfeasanceControlling Party unless it shall have received reasonable security or indemnity satisfactory to the Collateral Agent against the costs, bad faith or negligence of such person, expenses and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall liabilities which might be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderby it.

Limitation on Liability. Neither The liability of the Custodian nor Escrow Agent to transfer funds to the Paying Agent for the Defeased Bonds for the payments of the principal of, redemption premium, if any, and interest on the Defeased Bonds shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, the Escrow Agent shall have no liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of the obligor of the Escrowed Securities to make timely payment thereon, except for its obligation to notify the County promptly of any such occurrence upon the Escrow Agent having actual knowledge of such occurrence. The recitals herein and in the Resolution shall be taken as the statements of the County and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the Resolution or the Original Order and in its capacity as Escrow Agent is not responsible for or bound by any of the provisions thereof. In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Escrow Agreement. The Escrow Agent makes no representation as to the value, condition or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the County thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall incur no liability or responsibility with respect to any of such matters. It is the intention of the County and the Escrow Agent that the Escrow Agent shall never be required to risk, use or advance its own funds or otherwise incur personal financial liability in the performance of any of its directorsduties or the exercise of any of its rights and powers hereunder. The Escrow Agent shall not be liable for the performance of any duties, officersexcept such duties as are specifically set forth in this Escrow Agreement, agents and no implied covenants or employeesobligations shall be read into this Escrow Agreement. Nothing herein contained shall relieve the Escrow Agent from liability for its own negligent action, negligent failure to act or willful misconduct, except that this sentence shall not be construed to limit the effect of the immediately preceding sentence. The Escrow Agent shall not incur any liability for any error of judgment made in good faith by a responsible officer thereof, unless it shall be proved that it was negligent in ascertaining the pertinent facts. The Escrow Agent shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine, and to have been signed or presented by the proper party or parties. The Escrow Agent may consult with counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it in good faith and in accordance therewith. The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. The Escrow Agent agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Escrow Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the County elects to give the Escrow Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and the Escrow Agent in its discretion elects to act upon such instructions, the Escrow Agent’s understanding of such instructions shall be deemed controlling. The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The County agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties. Unless it is specifically provided otherwise herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the County with respect to arrangements or contracts with others, with the Escrow Agent’s sole duty hereunder being to safeguard the Escrow Fund and to dispose of and deliver the same in accordance with this Escrow Agreement. If, however, the Escrow Agent is called upon by the terms of this Escrow Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in the event of error in making such determination the Escrow Agent shall be liable only for its own willful misconduct or its negligence. In determining the occurrence of any such event or contingency the Escrow Agent may request from the County or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of, and consult with, the County, among others, at any time. The Escrow Agent shall not be liable for any action taken or omitted neglected to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) care and believed by it or them to be within the purview discretion or power conferred upon it by this Escrow Agreement, nor shall the Escrow Agent be responsible for the consequences of this Agreementany error of judgment; nor shall the Escrow Agent be answerable, except for its own neglect or their own negligencefault, lack of good faith for any loss unless the same shall have been through its negligence or willful misconduct. The Custodian In the absence of bad faith, the Escrow Agent may rely conclusively upon the truth, completeness and any director, officer, employee or agent accuracy of the Custodian may rely in good faith on statements, certificates, opinions, resolutions and other documents conforming to the requirements of this Escrow Agreement, and shall not be obligated to make any document of any kind prima facie properly executed independent investigation with respect thereto. To the full extent permitted by law, the County agrees to indemnify, defend and submitted by any person respecting any matters arising hereunder. In no event shall hold the Custodian or Escrow Agent and its officers, directors, officersagents, agents and employees harmless from and against any and all loss, damage, tax, liability and expense that may be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken incurred by it or them hereunder the Escrow Agent arising out of or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of with its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created appointment as Escrow Agent hereunder, including the costs attorneys’ fees and expenses of defending themselves itself against any claim or liability in connection with its performance hereunder except that the exercise Escrow Agent shall not be indemnified for any loss, damage, tax, liability, or performance expense resulting from its own negligence or willful misconduct. The foregoing sentence shall survive the termination of any this Escrow Agreement and the earlier removal or resignation of their powers or duties hereunderthe Escrow Agent.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall either Supplier or Customer hereunder be liable to the Custodian other or its directors, officers, agents and employees be held liable to any third party under or in connection with this Agreement for any special, indirect indirect, incidental, punitive, consequential or consequential similar damages, including, without limitation, any damages resulting from lost profits. For any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such other damages. Notwithstanding anything herein to the contrary, the Custodian agrees cumulative liability of either Party shall not exceed the amounts paid or owing to indemnify the Trust Fund, the Trustee Supplier. Customer (and each any party purchasing EACs and/or carbon offsets on behalf of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities Customer under this Agreement; provided) is solely responsible for providing accurate volumes for unbundled EACs and/or carbon offsets to be purchased. Supplier is not responsible for Customer’s extraneous commodity positions, howeversourcing actions, or ownership of Customer’s renewable energy and/or carbon offset portfolio. Tax. Any payment to Supplier made hereunder shall be made free and clear of any deduction or withholding for tax (if any) and, in the event, any deduction or withholding for tax would be required, the Customer shall pay additional amounts to Supplier so that after such deduction or withholding, the Custodian Supplier receives the same amount that it would have received but for such deduction or withholding. All amounts referred to in this Agreement, including but not limited to the Fees, exclude all present or future sales taxes, excise taxes, value-added taxes, import and export duties and any other taxes, surcharges or duties now existing or hereafter imposed by government authorities upon equipment and/or services quoted by Supplier. Customer shall not be responsible for all such taxes and duties resulting from this agreement. If Supplier is required to impose taxes on orders Supplier shall invoice the Customer, as applicable, for such taxes and/or fees according to state and local statute, unless Customer, furnishes Supplier at the time of order with a properly completed exemption certificate(s) acceptable to the authorities imposing the tax or fees. Supplier/Customer agree to take all necessary measures to comply with tax laws and regulations of each country in which Supplier/Customer operates for the performance of this Agreement. Supplier shall be responsible for and pay when due all Taxes for which Supplier is liable to any by reason of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions performance of this Section 3.7 Agreement. Customer shall survive be responsible for and pay when due all taxes for which Customer is liable by reason of the termination performance of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

Limitation on Liability. Neither Notwithstanding any provision to the Custodian nor contrary contained in the Lease, Landlord and Tenant acknowledge and agree that the liability of Landlord for Landlord’s obligations under the Lease, as amended, and any of its directorsother documents executed by Landlord and Tenant in connection with the Lease (collectively, officers, agents or employees, the “Lease Documents”) shall be liable for any action taken or omitted limited to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it Landlord’s interest in the exercise Project (including any rents and all sale, financing, insurance or condemnation proceeds thereof) and Tenant shall not look to any other property or assets of reasonable care) by it Landlord or them to be within the purview property or assets of this Agreementany direct or indirect partner, except for its or their own negligencemember, lack of good faith or willful misconduct. The Custodian and any manager, shareholder, director, officer, principal, employee or agent of Landlord (collectively, the Custodian may rely “Landlord Parties”) in good faith on any document seeking either to enforce Landlord’s obligations under the Lease Documents or to satisfy a judgment for Landlord’s failure to perform such obligations; and none of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunderthe Landlord Parties shall be personally liable for the performance of Landlord’s obligations under the Lease Documents. In no event shall Landlord or the Custodian Landlord Parties be liable for, and Tenant, on behalf of itself and all other subtenants or its occupants of the Premises and their respective agents, contractors, subcontractors, employees, invitees or licensees, hereby waives any claim for, any indirect, consequential or punitive damages, including loss of profits or business opportunity, arising under or in connection with the Lease Documents. Landlord shall not look to Tenant’s direct or indirect partners, members, managers, shareholders, directors, officers, principals, employees or agents in seeking to enforce Tenant’s obligations under the Lease Documents or to satisfy a judgment for Tenant’s failure to perform such obligations; and employees none of such parties shall be held personally liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderTenant’s obligations under the Lease Documents.

Limitation on Liability. Neither (a) The Trustee may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the Custodian nor proper party or parties. The Trustee may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of its directorsthe Administrative Agent or (b) the verbal instructions of the Administrative Agent. (b) The Trustee may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, officers, agents suffered or employees, omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Trustee shall not be liable for any action error of judgment, or for any act done or step taken or omitted to be taken by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or them hereunder or refrain from doing in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it except in the exercise case of reasonable care) by it its willful misconduct or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any grossly negligent performance by the Custodian or omission of its duties and responsibilities under in the case of the negligent performance of its Payment Duties and in the case of its negligent performance of its duties in taking and retaining custody of the Required Loan Documents. (d) The Trustee makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement; provided) as to the content, howeverenforceability, that completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Custodian Assets, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the Assets. The Trustee shall not be liable obligated to take any of the foregoing Persons for legal action hereunder that might in its judgment involve any amount expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (e) The Trustee shall have no duties or responsibilities except such duties and any portion of any such amount resulting from the willful misfeasance, bad faith responsibilities as are specifically set forth in this Agreement and no covenants or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents obligations shall be entitled implied in this Agreement against the Trustee. (f) The Trustee shall not be required to indemnification and defense from expend or risk its own funds in the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or its duties hereunder. (g) It is expressly agreed and acknowledged that the Trustee is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Assets.

Limitation on Liability. (a) The Backup Servicer undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of the Backup Servicer hereunder. Without limiting the generality of the foregoing, the Backup Servicer, except as expressly set forth herein, shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer. The Backup Servicer may act through its agents, nominees, attorneys and custodians in performing any of its duties and obligations under this Agreement, it being understood by the parties hereto that the Backup Servicer will be responsible for any misconduct or negligence on the part of such agents, attorneys or custodians. Neither the Custodian Backup Servicer nor any of its officers, directors, officersemployees or agents shall be liable, agents directly or employeesindirectly, for any damages or expenses arising out of the services performed under this Agreement other than damages or expenses that result from the gross negligence or willful misconduct of it or them or the failure to perform materially in accordance with this Agreement. (b) The Backup Servicer shall not be liable for any action taken obligation of the Servicer contained in this Agreement or omitted for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to be taken by it or them the Backup Servicer hereunder or on which the Backup Servicer must rely in connection herewith in good faith order to perform its obligations hereunder, and believed (which belief may be based upon the opinion or advice of counsel selected by it in Secured Parties, the exercise of reasonable care) by it or them Administrative Agent and the Trustee each agree to be within look only to the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconductServicer to perform such obligations. The Custodian Backup Servicer shall have no responsibility and shall not be in default hereunder or incur any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable liability for any specialfailure, indirect error, malfunction or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or delay in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for carrying out any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; providedAgreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or provided by a Person other than the Backup Servicer or the failure of any such other Person to prepare or provide such information. The Backup Servicer shall have no responsibility, however, that the Custodian shall not be liable in default and shall incur no liability for (i) any act or failure to any of the foregoing Persons for any amount and any portion act of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunderthird party, including the costs and expenses of defending themselves against Servicer, (ii) any claim inaccuracy or liability omission in connection with a notice or communication received by the exercise Backup Servicer from any third party, (iii) the invalidity or performance unenforceability of any Collateral under Applicable Law, (iv) the breach or inaccuracy of their powers any representation or duties hereunderwarranty made with respect to any Collateral, or (v) the acts or omissions of any successor Backup Servicer.

Limitation on Liability. Neither Notwithstanding anything to the Custodian nor contrary contained in this Agreement or any documents executed in connection herewith, if, following the Closing, Buyer first learns that any representations or warranties made by Seller (as may be amended pursuant to Section 7.3) were materially inaccurate as of the Effective Date or the Closing Date or that Seller failed to satisfy any of its directorscovenants or breached any of its indemnification or other obligations (whether express or implied) of Seller under this Agreement (or any document or certificate executed or delivered in connection herewith), officersthen Seller shall reimburse Buyer for all damages (actual, agents but not consequential) actually incurred by Buyer as a result thereof, up to a maximum aggregate amount for all such failures and breaches of Ten Million Dollars ($10,000,000.00), provided that (i) Buyer notifies Seller in writing within twelve (12) months from the Closing Date of such breach or employeesinaccuracy and Buyer’s damages suffered in connection therewith, and (ii) Seller shall in no event be responsible for any consequential or punitive damages resulting from such inaccuracy. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall have no right to recover from, or proceed against, Seller by reason of any of the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Seller under this Agreement (or any document or certificate executed or delivered in connection herewith) upon the expiration of such twelve (12) month period except to the extent Buyer has so notified Seller in accordance with the terms of this Agreement within such twelve (12) month period. No shareholder or agent of Seller, nor any Seller Related Parties, shall be liable for have any action taken personal liability, directly or omitted to be taken by it or them hereunder indirectly, under or in connection herewith in good faith and believed (which belief may be based upon with this Agreement or any agreement made or entered into under or pursuant to the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview provisions of this Agreement, except for its or their own negligence, lack of good faith any amendment or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable amendments to any of the foregoing Persons made at any time or times, heretofore or hereafter, except in the event of fraud, and Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to Seller’s assets for the payment of any claim or for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such personperformance, and Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability, except in the Custodian’s reliance on instructions from the Trustee or the Master Servicerevent of fraud. The provisions of this Section 3.7 11.3 shall survive the Closing or sooner termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

Limitation on Liability. Neither (a) None of the Custodian nor Issuing Entity, the Owner Trustee, the Depositor, the Sponsor, the Servicer, the Indenture Trustee or any of its the directors, officers, employees or agents or employees, of such Persons shall be liable under any liability to the Issuing Entity, the Noteholders for any action taken taken, or omitted to be taken by it or them hereunder or in connection herewith for refraining from the taking of any action, in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them pursuant to be within the purview of this Agreement, except or for its errors in judgment; provided, however, that this provision shall not protect the Issuing Entity, the Owner Trustee, the Depositor, the Sponsor, the Servicer, the Indenture Trustee or their own negligenceany such Person against liability for any breach of warranties or representations made herein by such party, lack or against any specific liability imposed on each such party pursuant to this Agreement or against any liability which would otherwise be imposed upon such party by reason of good willful misfeasance, bad faith or willful misconductnegligence in the performance of duties or by reason of failure to perform its obligations or duties hereunder. The Custodian Issuing Entity, the Owner Trustee, the Depositor, the Sponsor, the Servicer, the Indenture Trustee and any director, officer, employee or agent of the Custodian such Person may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any person appropriate Person respecting any matters arising hereunder. In no event shall . (b) It is expressly understood and agreed by the Custodian parties hereto that (i) this Agreement is executed and delivered by , not individually or its directorspersonally but solely as Owner Trustee under the Trust Agreement, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised the exercise of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify powers and authority conferred and vested in it under the Trust FundAgreement, the Trustee and (ii) each of their respective officersthe representations, directors undertakings and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against agreements herein made on the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any part of the foregoing Persons Issuing Entity is made and intended not as personal representations, undertakings and agreements by but is made and intended for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and purpose for binding only the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.Issuing Entity,

Limitation on Liability. Neither the Custodian nor (a) Each Party shall take all steps to mitigate any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by Losses it or them hereunder or in connection herewith in good faith and believed (which belief may be based would otherwise suffer upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document becoming aware of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian which would reasonably be expected to, or its directorsdoes, officersgive rise to Losses, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein including incurring costs only to the contraryextent reasonably necessary or appropriate to remedy the breach which gives rise to the Losses. (b) Sellers will jointly and severally indemnify and hold Purchaser and its Affiliates (each, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for a “Purchaser Party”) harmless from any and all liabilitiesLosses, obligationsincluding all judgments, lossesamounts paid in settlements, damages, payments, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or expenses incur as a result of or relating to (a) any breach of any kind whatsoever that may be imposed onof the representations, incurred warranties, covenants or agreements made by a Seller in this Agreement or asserted in the other Transaction Documents or (b) any action instituted against the Trustee Purchaser Parties in any capacity, or Trust Fundany of them or their respective Affiliates, due to by any negligent performance by stockholder of the Custodian Company who is not an Affiliate of its duties and responsibilities under this Agreement; providedsuch Purchaser Party, however, that the Custodian shall not be liable with respect to any of the foregoing Persons for transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any amount and any portion of agreements or understandings such Purchaser Party may have with any such amount resulting from the willful misfeasancestockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without gross negligence, willful misconductmisconduct or malfeasance). (c) Sellers shall promptly, bad faith jointly and severally indemnify and reimburse Purchaser, its Affiliates and the Company for any indebtedness or Loss incurred by the Purchaser, its Affiliates, or the Company (or any of its shareholders, Subsidiaries or Affiliates) which were incurred, were payable, or which are otherwise related to time periods on their partor prior to the Closing. (d) Sellers shall promptly, jointly and severally indemnify and reimburse Purchaser, its Affiliates and the Company for any indebtedness or Losses incurred by the Purchaser, its Affiliates or the Company (or any of its shareholders, Subsidiaries or Affiliates) arising out of, of or in connection withwith any activities or obligations of the Subsidiaries or their respective Affiliates at any time on, prior to or following the Closing until Sellers and/or their Affiliates no longer manage the Subsidiaries. (e) Sellers shall promptly, jointly and severally indemnify and reimburse Purchaser, its Affiliates and the Company for any tax or related Loss relating to the Company or its Subsidiaries which is payable or incurred by the Purchaser, the acceptance Company or administration any of its Subsidiaries within seven (7) years after the Closing Date, which tax or related Loss has not been disclosed to the Purchaser or reported in the Company’s accounts or financial statements as of the custodial arrangement created Closing Date. (f) In calculating amounts of any Losses payable to a Party hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance amount of any Losses shall be determined without duplication of their powers any other Losses for which such Party claim has been made under any other representation, warranty, covenant, or duties hereunderagreement.

Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian TRA Representative shall not be liable to any TRA Party for any act of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, TRA Representative arising out of, of or in connection with, with the acceptance or administration of its duties under this Agreement, except to the custodial arrangement created hereunderextent any liability, including loss, damage, penalty, fine, cost or expense is actually incurred by such TRA Party as a proximate result of the costs gross negligence, bad faith or willful misconduct of the TRA Representative (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith and expenses reasonable judgment). The TRA Representative shall not be liable for, and shall be indemnified by the TRA Parties (on a several but not joint basis) for, any liability, loss, damage, penalty or fine incurred by the TRA Representative (and any cost or expense incurred by the TRA Representative in connection therewith and herewith and not previously reimbursed pursuant to subsection (b) above) arising out of defending themselves against any claim or liability in connection with the exercise acceptance or performance administration of its duties under this Agreement, except to the extent that any such liability, loss, damage, penalty, fine, cost or expense is the proximate result of the gross negligence, bad faith or willful misconduct of the TRA Representative (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith and reasonable judgment); provided, however, in no event shall any TRA Party be obligated to indemnify the TRA Representative hereunder for any liability, loss, damage, penalty, fine, cost or expense to the extent (and only to the extent) that the aggregate amount of all liabilities, losses, damages, penalties, fines, costs and expenses indemnified by such TRA Party hereunder is or would be in excess of the aggregate payments under this Agreement actually remitted to such TRA Party. Each TRA Party’s receipt of any and all benefits to which such TRA Party is entitled under this Agreement, if any, is conditioned upon and subject to such TRA Party’s acceptance of their powers or duties hereunderall obligations, including the obligations of this Section 6.14(c), applicable to such TRA Party under this Agreement.

Limitation on Liability. Neither the Custodian Administrative Agent nor any of its directors, officers, employees or agents shall be liable to any Bank as such for any action taken or omitted by any of them under the Loan Documents except for its, his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation therein or the contents of any document delivered in connection therewith or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower of any of the terms, conditions, covenants or agreements of the Loan Documents. The Administrative Agent shall not be responsible to the Banks for the due execution, genuineness, validity, enforceability or effectiveness of the Loan Documents or any other instrument to which reference is made therein. The Administrative Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Banks, and, except as otherwise specifically provided herein, such instructions and any action taken or failure to act pursuant thereto shall be binding on all the Banks. The Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to rely on any paper or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall have any responsibility to the Borrower on account of the failure or delay in performance or breach by any Bank of any of its obligations under the Loan Documents or to any Bank on account of the failure of or delay in performance or breach by any other Bank or the Borrower of any of their respective obligations thereunder or in connection therewith. The Administrative Agent may execute any of its duties under the Loan Documents by or through agents or employees, attorneys selected by it using reasonable care and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys selected and authorized to act by it with reasonable care unless the damage complained of directly results from an act or failure to act on the part of the Administrative Agent which constitutes gross negligence or willful misconduct. Delegation to an attorney for the Administrative Agent shall not release the Administrative Agent from its obligation to perform or cause to be performed the delegated duty. The Administrative Agent shall be entitled to advice of legal counsel selected by it with respect to all matters arising under the Loan Documents and shall not be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith suffered in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in accordance with the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility advice of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereundercounsel.

Limitation on Liability. Neither Notwithstanding anything to the Custodian nor contrary contained herein, but subject to the obligations of Section 6.6 of the Loan Agreement, any claim based on or in respect of its directorsany liability of Maker under this Note, officersthe Loan Agreement, agents the Mortgage or employees, any other Loan Document shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed enforced only against the Mortgaged Property (which belief may be based upon the opinion or advice of counsel selected by it as such term is defined in the exercise of reasonable careMortgage) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any directorother collateral now or hereafter given to secure this Note and not against any other assets, officer, employee properties or agent funds of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this AgreementMaker; provided, however, that the Custodian liability of Maker for loss, costs or damage arising out of the matters described in the subsections below (collectively, “Non-Recourse Carveout Obligations”) shall not be liable limited solely to the Mortgaged Property and other collateral now or hereafter given to secure this Note but shall include all of the assets, properties and funds of Maker: (i) fraud, misrepresentation and waste; (ii) any rents, issues or profits collected more than one (1) month in advance of their due dates; (iii) any misapplication of rents, issues or profits, security deposits and any other payments from tenants or occupants (including, without limitation, lease termination fees), insurance proceeds, condemnation awards or other sums of a similar nature; (iv) liability under environmental covenants, conditions and indemnities contained in the Loan Agreement, including, without limitation, Section 3.9, the Mortgage and in any separate environmental indemnity agreements; (v) personalty or fixtures removed or allowed to be removed by or on behalf of Maker and not replaced by items of equal or greater value or functionality than the personalty or fixtures so removed; (vi) failure to pay taxes, assessments or ground rents prior to delinquency, or to pay charges for labor, materials or other charges which can create liens on any portion of the Mortgaged Property before such charges become a lien on such Mortgaged Property or any portion thereof and any sums expended by Payee in the performance of or compliance with the obligations of Maker under the Loan Documents, including, without limitation, sums expended to pay taxes or assessments or hazard insurance premiums or bills for utilities or other services or products for the benefit of the Mortgaged Property; (vii) the unauthorized sale, conveyance or transfer of title to the Mortgaged Property or encumbrance of the Mortgaged Property; (viii) the failure of Maker to maintain its status as a single purpose , bankruptcy-remote entity pursuant to its organizational documents and the Loan Documents; (ix) a violation of the provisions of Section 3.7(h) of the Loan Agreement; (x) the filing of any action to partition the Mortgaged Property or any Individual Property (as defined in the Loan Agreement) or the occurrence of any such partition or any sale pursuant to any such action; (xi) the transfer of any TIC (as defined in the Loan Agreement) interests in any of the foregoing Persons for Mortgaged Property or any amount and Individual Property, or any portion direct or indirect interests in the holder of any such amount resulting from the willful misfeasanceTIC interest, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this other than as expressly permitted under Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration 3.4(h) of the custodial arrangement created hereunderLoan Agreement; (xii) the termination, including cancellation or non-renewal of an Approved Manager (as defined in the Loan Agreement) or any other failure of an Approved Manager to serve as manager of any Permitted TIC (as defined in the Loan Agreement); (xiii) the failure of any Approved Manager to meet the Management Requirements (as defined in the Loan Agreement); and (xiv) attorney’s fees, court costs and other expenses of defending themselves against any claim or liability incurred by Payee in connection with enforcement of its remedies under the exercise Loan Documents, including, but not limited to, in connection with any bankruptcy proceeding or performance reorganization brought by or against Maker or any Principal (as defined in the Loan Agreement) of Maker. Nothing herein shall be deemed (w) to be a waiver of any right which Payee may have under any bankruptcy law of their powers the United States or duties hereunderthe state where the Mortgaged Property is located including, but not limited to, Section 506(a), 506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the indebtedness secured by the Mortgage or to require that all collateral securing the indebtedness secured hereby shall continue to secure all of the indebtedness owing to Payee in accordance with this Note, the Loan Agreement, the Mortgage and the other Loan Documents; (x) to impair the validity of the indebtedness secured by the Mortgage; (y) to impair the right of Payee as mortgagee or secured party to commence an action to foreclose any lien or security interest; or (z) to modify, diminish or discharge the liability of any guarantor under any guaranty or of any indemnitor under any indemnity agreement.

Limitation on Liability. (a) The Trustee undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of the Trustee hereunder. Without limiting the generality of the foregoing, the Trustee, except as expressly set forth herein, shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer. The Trustee may act through its agents, nominees, attorneys and custodians in performing any of its duties and obligations under this Agreement, it being understood by the parties hereto that the Trustee will be responsible for any misconduct or negligence on the part of such agents, attorneys or custodians acting on the routine and ordinary day-to-day operations for and on behalf of the Trustee. Neither the Custodian Trustee nor any of its officers, directors, officersemployees or agents shall be liable, agents directly or employeesindirectly, for any damages or expenses arising out of the services performed under this Agreement other than damages or expenses that result from the gross negligence or willful misconduct of it or them or the failure to perform materially in accordance with this Agreement. (b) The Trustee shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Trustee hereunder or on which the Trustee must rely in order to perform their respective obligations hereunder, and the Secured Parties and the Administrative Agent and the Trustee each agree to look only to the Servicer to perform such obligations. The Trustee shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if such failure or delay results from the Trustee acting in accordance with information prepared or provided by a Person other than the Trustee or the failure of any such other Person to prepare or provide such information. The Trustee shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party, including the Servicer, (ii) any inaccuracy or omission in a notice or communication received by the Trustee from any third party, (iii) the invalidity or unenforceability of any Collateral under Applicable Law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Collateral, or (v) the acts or omissions of any successor Trustee. (c) The Trustee may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Trustee may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Administrative Agent or (b) the verbal instructions of the Administrative Agent. (d) The Trustee may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken taken, suffered or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed in accordance with the advice or opinion of such counsel. (which belief may e) The Trustee shall not be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any specialerror of judgment, indirect or consequential damages resulting from for any action act done or step taken or omitted to be taken by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or them hereunder or refrain from doing in connection herewith even if advised except in the case of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs its willful misconduct or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any grossly negligent performance by the Custodian or omission of its duties and responsibilities under in the case of the negligent performance of its Payment Duties and in the case of its negligent performance of its duties in taking and retaining custody of the Required Loan Documents. (f) The Trustee makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement; provided) as to the content, howeverenforceability, that completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Custodian Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the Collateral. The Trustee shall not be liable obligated to take any of the foregoing Persons for legal action hereunder that might in its judgment involve any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (g) The Trustee shall not be required to expend or risk its own funds in connection with the exercise or performance of any of their powers or its duties hereunder. (h) It is expressly agreed and acknowledged that the Trustee are not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral.

Limitation on Liability. Neither (a) None of the Custodian nor Issuing Entity, the Owner Trustee, the Depositor, the Sponsor, the Servicer, the Indenture Trustee or any of its the directors, officers, employees or agents or employees, of such Persons shall be liable under any liability to the Issuing Entity, the Noteholders for any action taken taken, or omitted to be taken by it or them hereunder or in connection herewith for refraining from the taking of any action, in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them pursuant to be within the purview of this Agreement, except or for its errors in judgment; provided, however, that this provision shall not protect the Issuing Entity, the Owner Trustee, the Depositor, the Sponsor, the Servicer, the Indenture Trustee or their own negligenceany such Person against liability for any breach of warranties or representations made herein by such party, lack or against any specific liability imposed on each such party pursuant to this Agreement or against any liability which would otherwise be imposed upon such party by reason of good willful misfeasance, bad faith or willful misconductnegligence in the performance of duties or by reason of failure to perform its obligations or duties hereunder. The Custodian Issuing Entity, the Owner Trustee, the Depositor, the Sponsor, the Servicer, the Indenture Trustee and any director, officer, employee or agent of the Custodian such Person may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any person appropriate Person respecting any matters arising hereunder. In . (a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by , not individually or personally but solely as Owner Trustee under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by but is made and intended for the purpose for binding only the Issuing Entity, (iii) nothing herein contained shall be construed as creating any liability on , individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (iv) under no event circumstances shall the Custodian or its directors, officers, agents and employees be held personally liable for the payment of any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs indebtedness or expenses of the Issuing Entity or be liable for the breach or failure of any kind whatsoever that may be imposed onobligation, incurred by representation, warranty or asserted against the Trustee covenant made or Trust Fund, due to any negligent performance undertaken by the Custodian of its duties and responsibilities Issuing Entity under this Agreement; provided, however, that the Custodian shall not be liable to Agreement or any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderother related documents.

Limitation on Liability. Neither A. NYSEG will endeavor at all times to provide regular and uninterrupted service to the Custodian nor any ESCO/Marketer or Direct Customer, but in case the service shall be interrupted or be irregular or defective or shall fail, from causes beyond the control of its directorsNYSEG (including, without limiting the generality of the foregoing, executive or administrative rules or orders issued from time to time by local, municipal, state or Federal officers, agents commissions, boards, or bodies having jurisdiction) or because of the ordinary negligence of NYSEG or its employees, servants or agents, NYSEG shall not be liable for any action taken to the ESCO or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent Direct Customer therefor. B. Compliance with directives of the Custodian may rely in good faith on any document Commission, NYISO, FERC, and the Gas Pipelines shall, without limitation, constitute a circumstance beyond the control of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event NYSEG for which NYSEG shall the Custodian or its directors, officers, agents and employees not be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreementliable; provided, however, that the Custodian NYSEG shall not be liable absolved from any liability to any which it may otherwise be subject for gross negligence or intentional wrongdoing in the manner in which it carries out the Commission’s, FERC’s or NYISO instructions. C. Without limiting the generality of the foregoing Persons for foregoing, NYSEG may, without liability therefore, interrupt, reduce or impair service to the ESCO/Marketer or Direct Customer in the event of an emergency threatening the integrity of NYSEG’s system, or any amount and any portion other systems with which it is directly or indirectly interconnected, if in NYSEG’s sole judgment or that of any such amount resulting from the willful misfeasanceCommission, bad faith or negligence of such personFERC, and the Custodian’s reliance on instructions from the Trustee NYISO, or the Master Servicer. The provisions Gas Pipelines such action will prevent, alleviate or reduce the emergency condition, for such period of this Section 3.7 shall survive time as NYSEG or the termination of this Custodial Agreement. The Custodian and its directorsCommission, officersFERC, employees and agents shall be entitled to indemnification and defense from NYISO or the Trust Fund for any lossGas Pipelines deems necessary. D. NYSEG SHALL NOT BE LIABLE FOR ANY SPECIAL, liability or expense incurred without negligenceINCIDENTAL, willful misconductINDIRECT, bad faith on their partEXEMPLARY, arising out ofPUNITIVE OR CONSEQUENTIAL DAMAGES, or in connection withINCLUDING, the acceptance or administration of the custodial arrangement created hereunderBUT NOT LIMITED TO, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderLOST PROFITS, PURCHASED POWER COSTS OR AMOUNTS OWED BY A ESCO/MARKETER OR DIRECT CUSTOMER, SUFFERED BY A ESCO/MARKETER OR DIRECT CUSTOMER OR TO ANY OTHER PERSONS OR ENTITIES CAUSED BY, ARISING FROM OR RELATED TO THE PERFORMANCE OF OR FAILURE TO PERFORM ANY OF THE SERVICES OR OBLIGATIONS OF NYSEG UNDER THE ELECTRIC PROGRAM OR THE CONTRACT DOCUMENTS, EVEN IF NYSEG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.