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. 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. (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 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 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 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 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 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 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 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 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 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 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 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 (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 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 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 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 (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. (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 (a) Except as provided under Delaware law, the Custodian nor any Beneficial Owners 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 Delaware and no Beneficial Owner shall be liable for any action taken claims against or omitted to be taken by it or them hereunder or debts of the Trust in connection herewith in good faith and believed (which belief may be based upon excess of its Percentage Interest of the opinion or advice of counsel selected by it Trust Property, except in the exercise case of reasonable care) by it a Beneficial Owner that is an Authorized Participant, in the event that the liability is founded upon misstatements or them to be within the purview of this omissions contained in such Authorized Participant 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 addition, and subject to the exceptions set forth in the immediately preceding sentence, the Trust shall the Custodian not make a claim against a Beneficial Owner with respect to amounts distributed to such Beneficial Owner 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 amounts received by it or them hereunder or in connection herewith even if advised of the possibility such Beneficial Owner upon redemption of such damages. Notwithstanding anything herein Beneficial Owner’s Shares unless, under Delaware law, such Beneficial Owner is liable to repay such amount. (b) The Trust shall indemnify 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 Trust Agreement, and to the extent of the Trust Property, each Beneficial Owner against any claims of liability asserted against such Beneficial Owner solely because it is a beneficial owner of one or more Shares as a Beneficial Owner. (c) Every written note, bond, contract, instrument, certificate or undertaking made or issued by the Sponsor on behalf of the Trust shall survive give notice to the termination effect that the same was executed or made by or on behalf of this Custodial Agreement. The Custodian the Trust and its directorsthat the obligations of such instrument are not binding upon the Beneficial Owners individually but are binding only upon the assets and property of the Trust, officers, employees and agents no resort shall be entitled had to indemnification and defense from the Trust Fund Beneficial Owners’ personal property 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 satisfaction of any of their powers obligation or duties hereunderclaim thereunder, and appropriate references may be made to this Trust Agreement and may contain any further recital that the Sponsor deems appropriate, but the omission thereof shall not operate to bind the Beneficial Owners individually or otherwise invalidate any such note, bond, contract, instrument, certificate or undertaking.

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 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 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. 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 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 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. 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, 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 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 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 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 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 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 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 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 (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 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 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. (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 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 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 (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 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 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 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 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 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 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 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 (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 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 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 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 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 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 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 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 0.5% (one-half 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. (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 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 Custodial 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 The Custodian shall be required to perform such duties and only such duties as are specifically set forth in this Agreement, it being expressly understood that there are no implied duties hereunder. The Custodian shall not be required by any provision of this Agreement to expend or risk its own funds in 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; providedAgreement if it shall have reasonable grounds for believing that repayment of such funds is not assured to it or indemnity satisfactory to it against such risk or liability. The Custodian may execute any of its powers hereunder or perform any duties hereunder either directly or by or through agents, howeverattorneys or nominees. The Custodian may rely on the validity of documents and, to the extent permitted hereby, oral communications delivered to it, without investigation as to their authenticity or legal effectiveness and the Servicer and Purchaser will jointly and severally hold Custodian harmless from any claim which may arise or be asserted against it because of the invalidity of any such documents or oral communications or their failure to fulfill their intended purpose. The Custodian shall be entitled to conclusively rely upon any notice, document, correspondence, request, certificate, opinion or directive received by it from the Servicer or Purchaser, as the case may be, that the Custodian believes to be genuine and to have been signed or presented by the proper and duly authorized officer or representative thereof, and shall not be liable obligated to inquire as to the authority or power of any person so executing or presenting such documents or as to the truthfulness of any statements or the correctness of the opinions set forth therein. If the Custodian shall have at any time received conflicting instructions from the Servicer or Purchaser with respect 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 personCustodian's responsibilities, and the Custodian’s reliance on conflict between such instructions from cannot be resolved by reference to the Trustee or the Master Servicer. The provisions terms of this Section 3.7 shall survive Agreement, the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from rely exclusively on the Trust Fund for any loss, liability instructions of the Purchaser. Any corporation into which the Custodian may be merged or expense incurred without negligence, willful misconduct, bad faith on their part, arising out ofconverted or with which it may be consolidated, or in connection withany corporation resulting from any merger, conversion or consolidation succeeding to the acceptance or administration business of the custodial arrangement created hereunderCustodian shall be the successor of the Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession. If the Custodian requests instruction from any party hereto with respect to any act, including the costs and expenses of defending themselves against any claim action or liability failure to act in connection with this Agreement, the exercise Custodian shall be entitled to refrain from taking such action and continue to refrain from acting unless and until the Custodian shall have received written instructions from such party with respect to a Custodial File without incurring any liability therefore to such party or performance of any of their powers or duties hereunderother Person. INDEMNIFICATION OF THE PURCHASER. IN THE EVENT THAT THE CUSTODIAN FAILS TO PRODUCE A MORTGAGE NOTE, ASSIGNMENT OF MORTGAGE OR ANY OTHER MORTGAGE LOAN DOCUMENT RELATED TO A MORTGAGE LOAN THAT WAS IN ITS POSSESSION PURSUANT TO SECTION 2 WITHIN TWO (2) BUSINESS DAYS AFTER REQUIRED OR REQUESTED BY THE PURCHASER IN WRITING, AND PROVIDED, THAT (i) THE CUSTODIAN PREVIOUSLY DELIVERED TO THE PURCHASER A CERTIFICATION WITH RESPECT TO SUCH MORTGAGE LOAN DOCUMENT; (ii) SUCH MORTGAGE LOAN DOCUMENT IS NOT OUTSTANDING PURSUANT TO A REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT IN THE FORM ANNEXED HERETO AS EXHIBIT 2; AND (iii) SUCH MORTGAGE LOAN DOCUMENT WAS HELD BY THE CUSTODIAN ON BEHALF OF THE PURCHASER (A "CUSTODIAL DELIVERY FAILURE"), THEN THE CUSTODIAN SHALL INDEMNIFY THE PURCHASER IN ACCORDANCE WITH THE SUCCEEDING PARAGRAPH OF THIS SECTION 24. THE CUSTODIAN AGREES TO INDEMNIFY AND HOLD THE PURCHASER AND THE SERVICER AND THEIR RESPECTIVE DESIGNEES, HARMLESS AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS, INCLUDING REASONABLE ATTORNEY'S FEES, THAT MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST THEM IN ANY WAY RELATING TO OR ARISING OUT OF A CUSTODIAL DELIVERY FAILURE OR THE CUSTODIAN'S NEGLIGENCE, LACK OF GOOD FAITH OR WILLFUL MISCONDUCT. THE FOREGOING INDEMNIFICATION SHALL SURVIVE ANY TERMINATION OR ASSIGNMENT OF THIS AGREEMENT.

Limitation on Liability. Neither the Custodian Indenture 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 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 Trustee shall be liable for its or their own negligence, lack of good bad faith or willful misconduct; nor shall the Indenture Trustee 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 Trustee shall incur no liability to the Issuer or the Issuer Secured Parties for any action taken or omitted by the Indenture Trustee in connection with the Collateral, except for the negligence, bad faith or willful misconduct on the part of the Indenture Trustee, 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 Trustee 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 Trustee to be genuine and to have been duly executed by the appropriate signatory, and (absent actual knowledge to the contrary) the Indenture Trustee shall not be required to make any independent investigation with respect thereto. The Custodian and Indenture 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 director, officer, employee right or agent remedy hereunder or under any of the Custodian Basic Documents. The Indenture Trustee 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 The Indenture 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 misfeasanceControlling Party unless it shall have received reasonable security or indemnity satisfactory to the Indenture Trustee 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. (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 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 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 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 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) Each of the Collateral Administrator and the Collateral Custodian 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. Each of the Collateral Administrator and the Collateral Custodian 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, prior to the occurrence of an Event of Default or Servicer Termination Event, the Servicer or (b) the verbal instructions of the Administrative Agent or, prior to the occurrence of an Event of Default or Servicer Termination Event, the Servicer. (b) Each of the Collateral Administrator and the Collateral Custodian 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, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) Neither the Collateral Administrator nor the Collateral Custodian shall be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except, notwithstanding anything to the contrary contained herein, in the case of its willful misconduct or grossly negligent performance or omission of its duties and in the case of its grossly negligent performance of its Payment Duties and in the case of its grossly negligent performance of its duties in taking and retaining custody of the Underlying Instruments. Under no circumstances will the Collateral Custodian or the Collateral Administrator be liable for indirect, punitive, special, consequential or incidental damages, such as loss of use, revenue or profit. (d) Neither the Collateral Administrator nor the Collateral Custodian makes any warranty or representation nor shall have any responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the 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. Neither the Collateral Administrator nor the Collateral Custodian shall be obligated to take any legal action hereunder that might in its judgment be contrary to Applicable Law or involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (e) Neither the Collateral Administrator nor the Collateral Custodian shall have any duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian or the Collateral Administrator. (f) Neither the Collateral Administrator nor the Collateral Custodian shall be required to expend or risk its own funds in the performance of its duties hereunder. (g) It is expressly agreed and acknowledged that the neither the Collateral Administrator nor the Collateral Custodian is guaranteeing or overseeing the performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) Each of the Collateral Administrator and the Collateral Custodian may assume the genuineness of any such Required Loan Document it may receive and the genuineness and due authority of any signatures appearing thereon, and shall be entitled to assume that each Required Loan Document it may receive is what it purports to be. If an original "security" or "instrument" as defined in Section 8-102 and Section 9-102(a)(47) of the UCC, respectively, is or shall be or become available with respect to any Collateral to be held by the Collateral Custodian under this Agreement, it shall be the sole responsibility of the Borrower to make or cause delivery thereof to the Collateral Custodian, and the Collateral Custodian shall not be under any obligation at any time to determine whether any such original security or instrument has been or is required to be issued or made available in respect of any Collateral or to compel or cause delivery thereof to the Collateral Custodian. Without prejudice to the generality of the foregoing, the Collateral Custodian shall be without liability to the Borrower, Servicer, the Administrative Agent or any other Person for any damage or loss resulting from or caused by events or circumstances beyond the Collateral Custodian's reasonable control, including nationalization, expropriation, currency restrictions, the interruption, disruption or suspension of the normal procedures and practices of any securities market, power, mechanical, communications or other technological failures or interruptions, computer viruses or the like, fires, floods, earthquakes or other natural disasters, civil and military disturbance, acts of war or terrorism, riots, revolution, acts of God, work stoppages, strikes, national disasters of any kind, or other similar events or acts; errors by the Borrower, the Servicer or the Administrative Agent (including any Responsible Officer of any thereof) in its instructions to the Collateral Custodian; or changes in applicable law, regulation or orders. (i) In the event that (i) the Borrower, Servicer, the Administrative Agent, Lenders, the Collateral Administrator or Collateral Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Loan or Required Loan Document or (ii) a third party shall institute any court proceeding by which any Required Loan Document shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Collateral Custodian shall, to the extent permitted by law, continue to hold and maintain all the Required Loan Documents that are the subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Collateral Custodian shall dispose of such Required Loan Documents as directed by the Administrative Agent, which shall give a direction consistent with such determination. Expenses of the Collateral Custodian incurred as a result of such proceedings shall be borne by the Borrower. (j) In case any reasonable question arises as to its duties hereunder, the each of the Collateral Administrator and the Collateral Custodian may, in the absence of a continuing of an Event of Default or the occurrence of the Termination Date, request instructions from the Servicer and during the existence of an Event of Default or following the occurrence of the Termination Date, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Administrative Agent, as applicable. Neither the Collateral Administrator nor the Collateral Custodian shall have any liability, risk or cost for any action taken pursuant to and in compliance with the instruction of the Servicer or the Administrative Agent, as applicable. (k) Without limiting the generality of any terms of this section, neither the Collateral Administrator nor the Collateral Custodian shall have any liability for any failure, inability or unwillingness on the part of the Servicer, the Administrative Agent, any agent or the Borrower to provide accurate and complete information on a timely basis to the Collateral Administrator or the Collateral Custodian, as applicable, or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability for any inaccuracy or error in the performance or observance on the Collateral Administrator's or the Collateral Custodian's, as applicable, part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof. (l) The Collateral Custodian shall not be deemed to have knowledge or notice of any matter unless actually known to a Responsible Officer of the Collateral Custodian. The Collateral Administrator shall not be deemed to have knowledge or notice of any matter unless actually known to a Responsible Officer of the Collateral Administrator. (m) Each of the Collateral Administrator and the Collateral Custodian may exercise any of its rights or powers hereunder or perform any of its duties hereunder, either directly or, by or through its respective Affiliates, agents or attorneys, and neither the Collateral Administrator nor the Collateral Custodian shall be responsible for any misconduct or negligence on the part of any of its respective non-Affiliated agent or attorney appointed hereunder with due care by it. Neither the Collateral Administrator, the Collateral Custodian nor any of its respective affiliates, directors, officers, shareholders, agents or employees, shall employees will be liable to the Servicer, Borrower or any other Person, except by reason of acts or omissions by the Collateral Administrator or the Collateral Custodian, as applicable, constituting willful misfeasance, gross negligence or reckless disregard of the Collateral Administrator or the Collateral Custodian's duties hereunder, as applicable. Neither the Collateral Administrator nor the Collateral Custodian shall in any event have any liability for the actions or omissions of the Borrower, the Servicer, the Administrative Agent, or any other Person, and shall have no liability for any action taken inaccuracy or omitted to be taken error in any duty performed by it that results from or them hereunder is caused by inaccurate, untimely or in connection herewith in good faith and believed (which belief may be based upon the opinion incomplete information or advice of counsel selected data received by it in from the exercise of reasonable care) by it Borrower, the Servicer, the Administrative Agent, or them to be within the purview of this Agreement, another Person 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 extent that such inaccuracies 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 errors are caused by the Custodian Collateral Administrator's or the Collateral Custodian's, as applicable, own willful misfeasance, gross negligence or reckless disregard of its duties hereunder. (n) The parties acknowledge that in accordance with the Customer Identification Program (CIP) requirements under the USA Patriot Act and responsibilities under this Agreement; providedits implementing regulations, howeverthe Collateral Custodian in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Collateral Custodian. The Borrowers hereby agree that it shall provide the Collateral Custodian with such information as it may request including, but not limited to, each Borrower's name, physical address, tax identification number and other information that will help the Collateral Custodian to identify and verify each Borrower's identity such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. (o) It is understood and agreed that any foreign exchange transaction effected by the Collateral Custodian acting at the direction of the Administrative Agent, the Borrower or the Servicer may be entered with U.S. Bank National Association or its affiliates acting as principal or otherwise through customary banking channels. The Collateral Custodian shall be entitled at all times to comply with any legal or regulatory requirements applicable to currency or foreign exchange transactions. Each of the party hereto acknowledges that the Collateral Custodian or any affiliates of the Collateral Custodian involved in any such foreign exchange transactions may make a margin or banking income from foreign exchange transactions entered into pursuant to this section for which they shall not be liable required to any account to the Borrower, the Administrative Agent or the Servicer. All risk and expense incident to such conversion is the responsibility of the foregoing Persons Borrower, the Administrative Agent or the Servicer and the Collateral Custodian shall have (x) no responsibility for fluctuations in exchange rates affecting any collections or conversion thereof and (y) to the extent it complies with the instructions provided by the respective party, no liability for any amount and any portion of any such amount losses incurred or resulting from the willful misfeasance, bad faith or negligence of rates obtained in 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 hereunderforeign exchange transactions.

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, 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 that may be imposed on, incurred by or asserted against the Trustee or the 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 or the Custodian’s reliance on instructions from the Trustee Trustee, the Securities Administrator or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The LaSalle Bank National Association, as Custodian and in its individual capacity, 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 the Secured Party, nor any of its their respective 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 faith herewith, except that each of the Collateral Agent and believed the Secured Party shall be liable for its own gross negligence or wilfull misconduct; nor shall the Collateral Agent or the Secured Party be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Company of this Agreement or 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 Company for any action taken or omitted by the Collateral Agent in connection with the Collateral, except for the negligence or wilfull misconduct on the part of the Collateral Agent, and, further, shall incur no liability to the Secured Party except for a breach of the terms of this Agreement or for gross negligence or wilfull misconduct in carrying out its or their own negligence, lack of good faith or willful misconductduties to the Secured Party. The Custodian Collateral Agent shall be protected and shall incur no liability to any director, officer, employee or agent such party in relying upon the written instructions of the Custodian may rely Secured Party and in good faith on any document relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any kind prima facie properly 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 submitted by (absent actual knowledge to the contrary) the Collateral Agent shall not be required to make any person respecting any matters arising hereunderindependent investigation with respect thereto. In no event The Collateral Agent may consult with qualified counsel, financial advisors or accountants and 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 damagescounsel, financial advisors or accountants. 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 any amount remedial rights or powers vested in it by this Agreement unless it shall have received reasonable security or indemnity satisfactory to the Collateral Agent against the costs, expenses 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 Servicerliabilities which might be incurred by it. 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 None of the custodial arrangement created hereunder, including provisions contained in this Agreement shall require the costs and expenses of defending themselves against any claim Collateral Agent to expend or risk its own funds or otherwise incur personal financial liability in connection with the exercise or performance of any of their powers its duties or duties hereunderin the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.

Limitation on Liability. Neither The Custodian shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, the Custodian nor shall not be subject to any fiduciary or other implied duties, and the Custodian shall not have any duty to take any discretionary action or exercise any discretionary powers. None of the Custodian, any Affiliate of the Custodian, or any officer, agent, stockholder, partner, member, director or employee of the Custodian or any Affiliate of the Custodian shall have any liability, whether direct or indirect and whether in contract, tort or otherwise, other than for its gross negligence or willful misconduct. The Custodian: (i) shall act hereunder as custodian only and shall not be responsible or liable in any matter whatever for the sufficiency, collection, correctness, genuineness or validity of any revenues, cash, payments, securities, property, funds, investments, dividends, distributions, interest, income, earnings or other amounts deposited with or held by it or for the identity, authority or rights of any person or entity executing and delivering or purporting to execute or deliver any thereof to the Custodian; (ii) shall be fully protected in acting upon any written notice, instruction, direction, request or other communication, paper or document which the Custodian believes to be genuine, and shall have no duty to inquire into or investigate the validity, accuracy or content of any thereof; (iii) shall not be liable for any error of judgment or for any action taken, suffered or omitted to be taken except in the case of its directorsown gross negligence or bad faith, officersas determined by a final non-appealable order, agents judgment, decree or employeesruling of a court of competent jurisdiction. In no event shall the Custodian be (A) liable for acting in accordance with a notice, instruction, direction, request or other communication, paper or document from a Secured Party or (B) liable or responsible for special, punitive, indirect, consequential or incidental loss or damages of any kind whatsoever to any person or entity (including without limitation lost profits). Any liability of the Custodian under this Agreement will be limited to the amount of fees paid to the Custodian; (iv) may consult with and obtain advice from counsel (who may be an employee of the Custodian) and shall be liable fully protected in taking, suffering or omitting to take any action in reliance on said advice; (v) shall have no duties, responsibilities or obligations as the Custodian except those which are expressly set forth herein, and in any modification or amendment hereof to which the Custodian has consented in writing, and no duties, responsibilities or obligations shall be implied or inferred. Without limiting the foregoing, the Custodian shall not be subject to, nor be required to comply with, or determine if any person or entity has complied with, the Pledge Agreement or any other agreement between or among the parties hereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement; (vi) may execute or perform any duty, responsibility or obligation hereunder either directly or through agents, attorneys, accountants or other experts; (vii) may engage or be interested in any financial or other transaction with any party hereto or affiliate thereof, and may act on, or as depositary, trustee or agent for, any committee or body of holders of obligations of such party or affiliate, as freely as if it were not the Custodian hereunder; (viii) shall not be obligated to expend or risk its own funds or to take any action which it believes would expose it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity satisfactory to it; (ix) shall not take instructions or directions except those given in accordance with this Agreement; (x) shall not incur any liability for not performing any act, duty, obligation or responsibility by reason of any occurrence beyond the control of the Custodian (including without limitation any act or provision of any present or future law or regulation or governmental authority, any act of God, war, civil disorder or failure of any means of communication); and (xi) shall not be called upon to advise any person or entity as to any investments with respect to any security, property or funds held in escrow hereunder or the dividends, distributions, income, interest or earnings thereon for any action taken or omitted to be taken by it or any of them hereunder or in connection herewith unless there has been a final judicial determination that such act or omission was performed or omitted in good 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 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 (a) Except as provided in Sections 4.6(g), 5.3(h) and 6.6 hereof, and as otherwise provided under Delaware law, the Custodian nor any Limited Owners 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 Delaware and no Limited Owner shall be liable for any action taken claims against, or omitted to be taken by it or them hereunder or debts of the Trust in connection herewith in good faith excess of his Capital Contribution and believed (which belief may be based upon his share of the opinion or advice of counsel selected by it Trust Estate and undistributed profits, except 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 liability is founded upon misstatements or omissions contained in such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the CustodianLimited Owner’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 Subscription Agreement delivered in connection with his purchase of Interests. In addition, and subject to the exercise exceptions set forth in the immediately preceding sentence, the Trust shall not make a claim against a Limited Owner with respect to amounts distributed to such Limited Owner or performance amounts received by such Limited Owner upon redemption unless, under Delaware law, such Limited Owner is liable to repay such amount. (b) The Trust shall indemnify, to the full extent permitted by law, to the extent of the Trust Estate, each Limited Owner (excluding the Managing Owner to the extent of its ownership of any Limited Interests) against any claims of their powers liability asserted against such Limited Owner solely because he is a beneficial owner of the Trust (other than for taxes for which such Limited Owner is liable under Section 6.6 hereof). (c) Every written note, bond, contract, instrument, certificate or duties hereunderundertaking made or issued by the Managing Owner shall give notice to the effect that the same was executed or made by or on behalf of the Trust and that the obligations of such instrument are not binding upon the Limited Owners individually but are binding only upon the assets and property of the Trust, and no resort shall be had to the Limited Owners’ personal property for satisfaction of any obligation or claim thereunder, and appropriate references may be made to this Trust Agreement and may contain any further recital which the Managing Owner deems appropriate, but the omission thereof shall not operate to bind the Limited Owners individually or otherwise invalidate any such note, bond, contract, instrument, certificate or undertaking.

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 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. (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 expenses arising out of the services performed under this Agreement other than damages or expenses that result from the gross negligence, bad faith 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 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 Borrowers, 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 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. (a) Neither the Custodian Collateral Agent nor the Secured Party, nor any of its their respective directors, officers, agents employees or employeesagents, shall be liable to the Pledgor or to the FMARC Entities for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except that the Collateral Agent and the Secured Party shall each be liable for its own gross negligence, bad faith or willful misconduct. (b) The Collateral Agent shall incur no liability to the Secured Party except for the Collateral Agent's negligence, bad faith or willful misconduct in carrying out its duties hereunder. (c) The Collateral Agent shall be protected and shall incur no liability to any 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 a Responsible Officer of the Collateral Agent reasonably believes to be genuine and to have been duly executed by the appropriate signatory, and (absent actual knowledge to the contrary of any Responsible Officer of the Collateral Agent) the Collateral Agent shall not be required to make any independent investigation with respect thereto. The Collateral Agent shall at all times be free to establish independently 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. (d) The Collateral Agent may consult with qualified counsel, financial advisors or accountants and shall not 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 in accordance with the opinion or advice of counsel selected such counsel, financial advisors or accountants. (e) The Collateral Agent shall not be under any obligation to exercise any of the rights, powers or duties vested in it by this Pledge Agreement unless it shall have received reasonable security or indemnity satisfactory to the Collateral Agent against the costs, expenses and liabilities which it might incur. (f) Whenever in the exercise of reasonable care) by it or them to be within the purview administration of this Agreement, except for its the Collateral Agent shall deem it necessary or their own desirable that a matter be proved or established prior to taking or suffering or 13 omitting to take any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence, lack of good bad faith or willful misconduct. The Custodian and any director, officer, employee or agent wilful misconduct on the part of the Custodian may rely Collateral Agent, be deemed to be conclusively proved and established by an officers' certificate of the Secured Party delivered to the Collateral Agent, and such certificate, in good the absence of gross negligence, bad faith or wilful misconduct on any document the part of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event the Collateral Agent, shall be a warranty to the Custodian or its directors, officers, agents and employees be held liable Collateral Agent for any specialaction taken, indirect or consequential damages resulting from any action taken suffered 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 Collateral Agent under 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 Agreement in reliance 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 hereundersuch certificate.

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 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 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 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 willful misconduct or willful misconduct. The Custodian and any directorbad faith, 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 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 to for any action a Responsible Officer of the foregoing Persons for any amount and any portion Securities Intermediary 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 such amount resulting from Facility Termination Event unless a Responsible Officer of the willful misfeasance, bad faith Securities Intermediary has actual knowledge thereof or negligence unless written notice thereof is received by a Responsible Officer of such person, and the Custodian’s reliance on instructions from Securities Intermediary. With the Trustee or the Master Servicer. The provisions exception of this Section 3.7 shall survive Agreement (and relevant terms used herein and expressly defined in the termination of this Custodial Loan 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 Securities Intermediary is not responsible for or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection chargeable with the exercise or performance knowledge of any of their powers terms or duties hereunderconditions contained in any agreement referred to herein, including, but not limited to, the Loan Agreement.

Limitation on Liability. Neither the Custodian Collateral Agent nor 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 hereunder, or in connection herewith herewith, except that the Collateral Agent shall be liable for its gross 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 gross negligence or willful misconduct on the part of the Collateral Agent, and, further, shall incur no liability to the Issuer Secured Parties except for gross 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 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 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 Bonds 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 Bonds or the Refunded Bonds and is not responsible for and is not 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. (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 the Custodian Trustee nor any of its directors, officers, agents or employees, 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 Agreementherewith, except that the Trustee shall be liable for its or their own negligencenegligence (other than errors in judgment), lack of good bad faith or willful misconduct; nor shall the Trustee be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Issuer of this Indenture or any of the Indenture Collateral (or any part thereof). Notwithstanding any term or provision of this Indenture, the Trustee shall incur no liability to the Issuer or the Noteholders for any action taken or omitted by the Trustee in connection with the Indenture Collateral, except for the negligence (other than errors in judgment) or willful misconduct on the part of the Trustee and, further, shall incur no liability to the Noteholders except for negligence (other than errors in judgment) or willful misconduct in carrying out its duties to the Noteholders. Subject to Section 6.15, the Trustee 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 Trustee to be genuine and to have been duly executed by the appropriate signatory, and (absent actual knowledge to the contrary) the Trustee shall not be required to make any independent investigation with respect thereto. The Custodian and 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 director, officer, employee right or agent remedy hereunder or under any of the Custodian Related Documents. The Trustee 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 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 Issuer unless it shall have received 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. 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 Trust 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 Trust Secured Parties except for negligence or willful misconduct in carrying out its duties to the Trust 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 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 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 Custodial 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 The Custodian shall be required to perform such duties and only such duties as are specifically set forth in this Agreement, it being expressly understood that there are no implied duties hereunder. The Custodian shall not be required by any provision of this Agreement to expend or risk its own funds in 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; providedAgreement if it shall have reasonable grounds for believing that repayment of such funds is not assured to it or indemnity satisfactory to it against such risk or liability. The Custodian may execute any of its powers hereunder or perform any duties hereunder either directly or by or through agents, howeverattorneys or nominees. The Custodian may rely on the validity of documents and, to the extent permitted hereby, oral communications delivered to it, without investigation as to their authenticity or legal effectiveness and the Servicer and Purchaser will jointly and severally hold Custodian harmless from any claim which may arise or be asserted against it because of the invalidity of any such documents or oral communications or their failure to fulfill their intended purpose. The Custodian shall be entitled to conclusively rely upon any notice, document, correspondence, request, certificate, opinion or directive received by it from the Servicer or Purchaser, as the case may be, that the Custodian believes to be genuine and to have been signed or presented by the proper and duly authorized officer or representative thereof, and shall not be liable obligated to inquire as to the authority or power of any person so executing or presenting such documents or as to the truthfulness of any statements or the correctness of the opinions set forth therein. If the Custodian shall have at any time received conflicting instructions from the Servicer or Purchaser with respect 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 personCustodian’s responsibilities, and the Custodian’s reliance on conflict between such instructions from cannot be resolved by reference to the Trustee or the Master Servicer. The provisions terms of this Section 3.7 shall survive Agreement, the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from rely exclusively on the Trust Fund for any loss, liability instructions of the Purchaser. Any corporation into which the Custodian may be merged or expense incurred without negligence, willful misconduct, bad faith on their part, arising out ofconverted or with which it may be consolidated, or in connection withany corporation resulting from any merger, conversion or consolidation succeeding to the acceptance or administration business of the custodial arrangement created hereunderCustodian shall be the successor of the Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession. If the Custodian requests instruction from any party hereto with respect to any act, including the costs and expenses of defending themselves against any claim action or liability failure to act in connection with this Agreement, the exercise Custodian shall be entitled to refrain from taking such action and continue to refrain from acting unless and until the Custodian shall have received written instructions from such party with respect to a Custodial File without incurring any liability therefore to such party or performance any other Person. In order to comply with its duties under the USA Patriot Act of any of their powers or duties hereunder2001, the Custodian shall obtain and verify certain information and documentation from the other parties hereto, including, but not limited to, such party’s name, address, and other identifying information.

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 Notwithstanding any other term or provision of this Sublease, the Custodian nor liability of Sublandlord to Subtenant for any default in Sublandlord’s obligations under this Sublease shall be limited to actual, direct damages, and under no circumstances shall Subtenant, its partners, members, shareholders, directors, agents, officers, employees, contractors, sublessees, successors and/or assigns be entitled to recover from Sublandlord (or otherwise be indemnified by Sublandlord) for: (a) any losses, costs, claims, causes of action, damages or other liability incurred in connection with a failure of Landlord, its partners, members, shareholders, directors, agents, officers, employees, contractors, successors and/or assigns to perform or cause to be performed Landlord’s obligations under the Master Lease unless such failure to perform is due to a breach by Sublandlord under the Master Lease; or (b) any damages or other liability arising from or incurred in connection with the condition of the Premises or suitability of the Premises for Subtenant’s intended use. Subtenant shall, however, have the right to seek any injunctive or other equitable remedies as may be available to Subtenant under applicable law. Notwithstanding any other term or provision of this Sublease, (i) no personal liability shall at any time be asserted or enforceable against Sublandlord’s or Subtenant’s members, shareholders, directors, officers, agents or employeespartners on account of any of Sublandlord’s or Subtenant’s obligations or actions under this Sublease, and (ii) neither Sublandlord nor Subtenant shall be liable to the other for any action taken lost revenues, lost profit or omitted to be taken by it other consequential, special 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 punitive damages 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 this Sublease for any reason. As used in this Sublease, the exercise or performance term “Sublandlord” means at any time the then current holder of any the tenant’s interest under the Master Lease and of their powers or duties hereunderthe sublandlord’s interest under this Sublease.

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 108 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 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 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 upon them by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of their 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 liable under any liability to the Trust, the Trustee, its officers, directors, employees and agents, 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 or otherwise; provided, however, that this -------- ------- provision shall not protect the Transferor against any liability which would otherwise be taken imposed upon it 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 reckless disregard of its or their own negligence, lack 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 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 Trustee, the exercise of reasonable care) by it or them Secured Parties and the Administrative Agent 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 the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any Agreement if such amount resulting failure or delay results from the willful misfeasanceBackup Servicer, bad faith acting in accordance with information prepared or negligence of such person, and provided by a Person other than the Custodian’s reliance on instructions from Backup Servicer or the Trustee or the Master Servicerfailure of any such other Person to prepare or provide such information. 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 or performance the Trustee, as the case may be, from any third party, (iii) the invalidity or 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 Trustee.

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 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 liable 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 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 or otherwise; provided, however, that this provision shall not protect the Transferor against any liability which would otherwise be taken imposed upon it 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 Except for its willful misconduct, gross negligence or bad faith, the Custodian nor any of its directors, officers, agents or employees, 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 order to perform its obligations hereunder, and the Borrower, the Administrative Agent, the Trustee, the Backup Servicer and the other Secured Parties each agree to look only to the Servicer to perform such obligations. Except for its willful misconduct, gross negligence or bad faith, the Backup Servicer shall have no responsibility and shall not be in good faith default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement 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. Except for its gross negligence or bad faith, the Backup Servicer shall have no responsibility, shall not be in default and believed shall incur no liability for (which belief may be based upon i) any act or failure to act of any third party, including the opinion Servicer or advice the Borrower, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party, (iii) the invalidity or unenforceability of counsel selected by it any Collateral Debt Obligation or Collateral Debt Obligation Document under Applicable Law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Collateral Debt Obligation, or (v) the acts or omissions of any successor Backup Servicer. No provision of this Agreement shall require the Backup Servicer to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of reasonable care) any of its rights and powers, if, in its sole judgment, it shall believe that repayment of such funds or adequate indemnity against such risk or liability is not assured to it. In the absence of bad faith, gross negligence or willful misfeasance on the part of the Backup Servicer, the Backup Servicer may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein upon any request, instructions, certificate, opinion or other document furnished to the Backup Servicer, reasonably believed by it or them to be within genuine and to have been signed or presented by the purview proper party or parties and conforming to the requirements 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 nor any of its directors, officers, agents or employees, (a) No Covered Person shall be liable to the Company or to any Member for any act or omission performed or omitted by such Covered Person pursuant to authority granted to such Covered Person by this Agreement and, with respect to Officers only, performed or omitted by such Officer with a good faith belief that such act or omission was in, or not opposed to, the best interests of the Company; provided that, except as otherwise provided herein, such limitation of liability shall not apply to the extent the act or omission was attributable to such Covered Person’s gross negligence, willful misconduct, fraud or knowing violation of law or this Agreement. No Member shall be liable to the Company or any other Member for any action taken or omitted to be taken by it or them hereunder any other Member. To the extent that, at law or in connection herewith equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to the Members, any Covered Person acting under this Agreement or otherwise shall not be liable to the Company or any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent they expressly restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to modify such other duties and liabilities of such Covered Person. No Covered Person shall be personally liable to the Company or any Member for any error of judgment made in good faith by a responsible officer or officers of the Covered Person, except to the extent that such Covered Person’s conduct constituted gross negligence, willful misconduct, fraud or knowing violation of law or this Agreement. Except as otherwise provided in this Section 10.01(a), no Covered Person shall be liable to the Company or any Member for any mistake of fact or judgment by the Covered Person in conducting the affairs of the Company or otherwise acting in respect of 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 scope 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 extent 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 CustodianCovered Person’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 conduct constituted gross negligence, willful misconduct, bad faith on fraud or knowing violation of law or this Agreement or any Ancillary Agreement. (b) Notwithstanding anything to the contrary in this Agreement, whenever in this Agreement or any other agreement contemplated hereby a Person or Persons are permitted or required to take any action or to make a decision in its or their part, arising out of, “sole discretion” or in connection with, the acceptance “discretion,” such Person or administration of the custodial arrangement created hereunder, including the costs Persons shall be entitled to consider such interests and expenses of defending themselves against any claim factors as it or liability in connection with the exercise or performance of any of their powers or duties hereunderthey desire.

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 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 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 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 Issuer 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.