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. 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 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 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 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 of the Custodian nor Depositor, the Sellers, the Master Servicer, the NIM Insurer and Others. None of the Depositor, the Master Servicer, the NIM Insurer or any Seller or any of its the directors, officers, employees or agents of the Depositor, the Master Servicer, the NIM Insurer or employees, any Seller shall be liable under any liability to the Certificateholders for any action taken or omitted to be taken by it or them hereunder or in connection herewith for refraining from the taking of any action in good faith and believed (which belief may be based upon pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the opinion Depositor, the Master Servicer, any Seller or advice any such Person against any breach of counsel selected representations or warranties made by it in this Agreement or protect the exercise Depositor, the Master Servicer, any Seller or any such Person from any liability which would otherwise be imposed by reasons of reasonable care) by it or them to be within the purview of this Agreementwillful misfeasance, except for its or their own negligence, lack of good bad faith or willful misconductgross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Custodian Depositor, the Master Servicer, the NIM Insurer, each Seller and any director, officer, employee or agent of the Custodian Depositor, the Master Servicer, the NIM Insurer or each Seller may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian of its duties and responsibilities under this Agreement; provided. The Depositor, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions , the NIM Insurer, each Seller and any director, officer, employee or agent of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directorsDepositor, officersthe Master Servicer, employees and agents the NIM Insurer or any Seller shall be entitled to indemnification and defense from indemnified by the Trust Fund for and held harmless against any loss, liability or expense incurred without negligencein connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misconductmisfeasance, bad faith on their part, arising out of, or gross negligence in connection withthe performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the acceptance Master Servicer, the NIM Insurer or administration any Seller shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the custodial arrangement created Depositor, the Master Servicer, the NIM Insurer or any Seller may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, including the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and expenses liabilities of defending themselves against any claim or liability in connection with the exercise or performance Trust Fund, and the Depositor, the Master Servicer, the NIM Insurer and each Seller shall be entitled to be reimbursed therefor out of any of their powers or duties hereunderthe Certificate Account.

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

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

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

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

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

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

Limitation on Liability. Neither 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 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 General We are not liable for to you for:  taking any action taken authorized or omitted to be taken permitted 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 even if such action may cause you to incur fees, expenses or damages;  errors that do not result in a financial loss to you;  any claim, cost, loss or damage caused by an event that is beyond our reasonable control, including any failure or delay when delivering our products or services to you if the failure or delay is attributable to circumstances beyond our reasonable control. Examples include natural catastrophe, acts of government authority, war, revolution, civil unrest or other disorder, labor disputes, fire, flood, earthquake, software defect and electrical, computer or telecommunications failure, provided that we shall have acted reasonably under the circumstances. Our liability for its a claim will be limited to the face value of an item or their own negligence, transaction improperly dishonored or paid or the actual value of any deposits not properly credited or withdrawals not properly debited. Without regard to care or lack of good faith care of either you or willful misconductus, if you do not discover and report an error or an unauthorized signature, alteration, forgery, counterfeit check, or other unauthorized debit to your account within 60 days after the date of your statement or the date the information about the item or transaction is made available to you, whichever is earlier, you are precluded from asserting the error or unauthorized transaction against us. The Custodian and any directorIN NO EVENT SHALL WE BE LIABLE TO YOU FOR INCIDENTAL, officerCONSEQUENTIAL, 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 hereunderSPECIAL, PUNITIVE OR EXEMPLARY DAMAGE OF ANY KIND AS A RESULT OF OUR BREACH OF ANY OBLIGATION OR TERM ARISING UNDER OUR AGREEMENT WITH YOU OR IN CONNECTION WITH THE ACCOUNTS YOU MAINTAIN WITH US, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. In no the event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting you incur a loss arising from any action taken transaction by or omitted through us, any loss recovery you receive shall apply to and first be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. Notwithstanding anything herein credited to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and each of their respective officers, directors and agents amount 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 which we would otherwise be liable to any of the foregoing Persons you. Our liability 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 loss you allege shall be further reduced by the amount of all insurance proceeds you receive or are entitled to indemnification and defense from receive. In the Trust Fund event we pay you for any your 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 at our request you agree to assign to us your rights under any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderapplicable insurance policy.

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 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 Intermediate Holdings and each Note Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the Custodian nor intention of all such parties that the Intermediate Holdings Guarantee and Note Guarantee of Intermediate Holdings or such Note Guarantor, as the case may be, not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Intermediate Holdings Guarantee and any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, Holdings, Intermediate Holdings and the Note Guarantors hereby irrevocably agree that the obligations of Intermediate Holdings and each Note Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of Intermediate Holdings and such Note Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Intermediate Holdings and any other Note Guarantor or Holdings in respect of the obligations of Intermediate Holdings or such other Note Guarantor under this Article 10 or Holdings under Article 11, result in the obligations of Intermediate Holdings or such Note Guarantor under the Intermediate Holdings Guarantee and the Note Guarantee, as the case may be, not being voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Intermediate Holdings and each Note Guarantor that makes a payment under its directorsIntermediate Holdings Guarantee and Note Guarantee, officers, agents or employeesas the case may be, shall be liable for any action taken entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Note Guarantor or omitted Intermediate Holdings, as the case may be, and Holdings in an amount equal to be taken by it Intermediate Holdings’ or them hereunder such other Note Guarantor’s 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 Holdings’ pro rata portion of such damages. Notwithstanding anything herein to payment based on the contraryrespective net assets of all the Note Guarantors, Intermediate Holdings and Holdings at 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 time 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 payment determined 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 accordance with the exercise or performance of any of their powers or duties hereunderGAAP.

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 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 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 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 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 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 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. (a) Neither the Custodian Indenture Collateral Agent nor any of its directors, officersofficers or employees shall be liable for any error of judgment, agents or employeesfor any mistake of fact or law or for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except that the Indenture Collateral Agent shall be liable for its negligence, 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). Subject to Section 6.01(a), the Indenture Collateral Agent shall incur no liability to the Issuer or the Issuer Secured Parties for any action taken or omitted to be taken 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 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 right or remedy hereunder or under any of the Basic Documents. The Indenture Collateral Agent may consult with counsel, 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 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 misconductsuch counsel. 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 Indenture Collateral Agent shall not be liable under any obligation to exercise any of the foregoing Persons for remedial rights or powers vested in it by this Indenture or to follow any amount and any portion of any such amount resulting direction from the willful misfeasanceControlling Party unless it shall have received reasonable security or indemnity satisfactory to the Indenture Collateral Agent against the costs, bad faith or negligence of such person, expenses and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall liabilities which might be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderby it.

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

Limitation on Liability. Neither the Custodian nor any of its 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 the Custodian nor any of its directors, officers, agents or employees, The TRA Party Representative shall not be liable to any TRA Party for any action taken or omitted to be taken by it or them hereunder act of the TRA Party Representative arising out of or in connection herewith in good faith and believed (which belief may be based upon with the opinion acceptance or advice administration of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview of its duties under this Agreement, except for its to the extent any liability, loss, damage, penalty, fine, cost or their own expense is actually incurred by such TRA Party as a proximate result of the gross negligence, lack of good bad faith or willful misconductmisconduct of the TRA Party 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). The Custodian TRA Party Representative shall not be liable for, and shall be indemnified by the TRA Parties (on a several but not joint basis) for, any liability, loss, damage, penalty or fine incurred by the TRA Party Representative (and any director, officer, employee cost or agent expense incurred by the TRA Party Representative in connection therewith and herewith and not previously reimbursed pursuant to subsection (b) above) arising out 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 with 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 acceptance 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 administration of its duties and responsibilities under this Agreement, except to the extent that any such liability, loss, damage, penalty, fine, cost or expense is the proximate result of the gross negligence, bad faith or willful misconduct of the TRA Party 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, that in no event shall any TRA Party be obligated to indemnify the Custodian shall not be liable to any of the foregoing Persons TRA Party Representative hereunder for any amount and any portion of any such amount resulting from the willful misfeasanceliability, 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 damage, penalty, fine, cost or expense incurred without negligenceto the extent (and only to the extent) the aggregate amount of all liabilities, willful misconductlosses, bad faith on their partdamages, arising out ofpenalties, or in connection withfines, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses indemnified by such TRA Party hereunder is or would be in excess of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderaggregate payments under this Agreement actually remitted to such TRA Parties.

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 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 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 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 xxxx 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 It is understood that the Custodian nor Attorney-in-Fact assumes no responsibility or liability to any person by virtue of the Power of Attorney granted by each of the Nominees hereby. The Attorney-in-Fact makes no representations with respect to and shall have no responsibility in its capacity as Attorney-in-Fact for the Formation Transactions or the Public Offering, or the acquisition of the Partnership Interests, the Contributed Assets or the Assumed Agreements by the Operating Partnership or the assumption of the Assumed Liabilities by the Operating Partnership and shall not be liable in its capacity as Attorney-in-Fact for any error or judgment or for any act done or omitted or for any mistake of fact or law except for its own gross negligence or bad faith, or breach of this Agreement or the terms of its directorspower of attorney provided for herein. Each Nominee agrees to indemnify the Attorney-in-Fact for and to hold the Attorney-in-Fact harmless against any loss, officersclaim, agents damage or employeesliability (including reasonably attorneys’ fees) incurred on its part arising out of or in connection with it acting as the Attorney-in-Fact under the Power of Attorney created by such Nominee hereby, as well as the cost and expense of investigating and defending against any such loss, claim, damage or liability, except to the extent such loss, claim, damage or liability is due to its own gross negligence or bad faith, or breach of this Agreement or the terms of its power of attorney provided for herein. Each Nominee agrees that the Attorney-in-Fact may consult with counsel of its own choice (who may be counsel for Operating Partnership or its successors or affiliates), at its own cost, and it shall be liable have full and complete authorization and protection for any action taken or omitted to be taken suffered 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 of such counsel. It is understood that the Attorney-in-Fact may, without breaching any express or advice implied obligation to any Nominee hereunder, release, amend or modify any other power 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 attorney granted by any other person respecting under 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 hereunderrelated 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 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 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 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 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 nor any of its The respective directors, officers, employees or agents of the Seller shall not be under any liability to the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders, any Enhancement Provider or employees, shall be liable any other Person hereunder or pursuant to any document delivered hereunder for any action taken or omitted for refraining from the taking of any action, 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 supplements hereto; provided, however, that this provision shall not protect the officers, directors, employees, or agents of the Seller 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. Except as provided in Section 7.05, the Seller shall not be under any liability to the Trust, the Indenture Trustee, the Owner Trustee, the Noteholders, any Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in its capacity as the Seller pursuant to this Agreement or any supplement whether arising from express or implied duties under this Agreement or any supplement hereto; provided, however, that this provision shall not protect the Seller against any liability which would otherwise be taken imposed by it reason of (x) willful misfeasance, bad faith or them gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder or in connection herewith in good faith and believed (which belief may be based upon y) breach of the opinion or advice express terms 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 misconductany Related Document. The Custodian Seller and any directorof its respective directors, officerofficers, employee employees or agent of the Custodian agents 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 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 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 Company, the Custodian nor Underwriter, the Forward Seller and the Forward Purchaser agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriter, the Forward Purchaser and/or the Forward Seller were treated as one entity for such purpose) or by any other method of its directorsallocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, officersclaims, agents or employees, damages and liabilities referred to in paragraph (d) above shall be liable for deemed to include, subject to the limitations set forth above, any action taken legal or omitted to be taken other expenses reasonably incurred by it or them hereunder or such Indemnified Person in connection herewith in good faith and believed (which belief may be based upon with any such action or claim. Notwithstanding the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be within the purview provisions of this AgreementSection 8, except for its or their own negligence, lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees Underwriter be held liable for required to contribute any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or amount in connection herewith even if advised excess of the possibility amount by which the total underwriting discounts and commissions received by the Underwriter with respect to the offering of the Shares exceeds the amount of any damages that the Underwriter has otherwise been required to pay by reason of such damages. Notwithstanding anything herein untrue or alleged untrue statement or omission or alleged omission, and, in no event shall the Forward Seller and/or the Forward Purchaser be required to contribute any amount in excess of the contraryamount by which the aggregate Spread under the Forward Sale Agreement or any Additional Forward Sale Agreement, as the Custodian agrees to indemnify the Trust Fundcase may be, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses net of any kind whatsoever that may be imposed oncosts associated therewith, incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance as reasonably determined by the Custodian Forward Seller or Forward Purchaser, as the case may be, exceeds the amount of its duties and responsibilities under this Agreement; provided, however, any damages that such Forward Seller or Forward Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the Custodian shall not be liable to any meaning of Section 11(f) of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents Securities Act) shall be entitled to indemnification and defense contribution from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration person who was not guilty of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereundersuch fraudulent misrepresentation.

Limitation on Liability. Neither the 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 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. 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 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 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 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. 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 Seller, the Servicer, the Master Servicer and Others. None of the Depositor, the Seller, the Servicer and the Master Servicer or any of its the directors, officers, employees or agents of the Depositor, the Seller, the Servicer or employees, the Master Servicer shall be liable under any liability to the Trust Fund or the Certificateholders for any action taken or omitted to be taken by it or them hereunder or in connection herewith for refraining from the taking of any action in good faith and believed (which belief may be based upon the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them pursuant to be within the purview of this Agreement, except or for its errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, the Servicer and the Master Servicer or their own negligenceany such person against any breach of warranties, lack representations or covenants made herein, or against any specific liability imposed on the Depositor, the Seller, the Servicer or the Master Servicer pursuant hereto, or against any liability which would otherwise be imposed by reason of good willful misfeasance, bad faith or willful misconductnegligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Custodian Depositor, the Seller, the Servicer and the Master Servicer and any director, officer, employee or agent of the Custodian Depositor, the Seller, the Servicer or the Master Servicer may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any person Person respecting any matters arising hereunder. In no event The Depositor, the Seller, the Servicer and the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller, the Servicer and the Master Servicer shall be indemnified and held harmless by the Custodian Trust Fund against any loss, liability or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or expense incurred in connection herewith even if advised with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense (i) in the case of the possibility of such damages. Notwithstanding anything herein Servicer, relating to the contraryServicer’s failure to service any Mortgage Loan in accordance with this Agreement, the Custodian agrees unless such loss, liability or expense is otherwise reimburseable pursuant to indemnify the Trust Fundthis Agreement, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, (ii) incurred by or asserted against the Trustee or Trust Fund, due to any negligent performance by the Custodian reason of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount resulting from the willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Servicer and the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and, in its opinion, does not involve it in any expense or liability; provided, however, that each of the Depositor, the Seller, the Servicer and the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such person, action and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any liability resulting therefrom (except any loss, liability or expense incurred without negligence, by reason of willful misconductmisfeasance, bad faith on their partor negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder) shall be expenses, arising out ofcosts and liabilities of the Trust Fund, and the Depositor, the Seller, the Servicer and the Master Servicer shall be entitled to be reimbursed therefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account. The Servicer (except the Master Servicer to the extent it has succeeded the Servicer as required hereunder) indemnifies and holds the Trustee, the Depositor, the Master Servicer and the Trust Fund harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor, the Master Servicer or the Trust Fund may sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Servicer shall immediately notify the Trustee, the Master Servicer and the Depositor if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expenses, and the Servicer shall assume (with the consent of the Master Servicer) the defense of any such claim and pay all expenses in connection withtherewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Depositor, the acceptance Seller, the Servicer and the Master Servicer and/or the Trust Fund in respect of such claim. The provisions of this paragraph shall survive the termination of this Agreement, the resignation or administration removal of the custodial arrangement created hereunderTrustee and the Master Servicer and the payment of the outstanding Certificates. Any payment hereunder made by the Servicer to the Trustee or the Master Servicer shall be from the Servicer’s own funds, including without reimbursement from the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderTrust Fund.

Limitation on Liability. 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 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). The 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 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.

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

Limitation on Liability. Neither 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 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) 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 twelve (12) months immediately preceding the event for any amount and any portion of any such amount resulting which recovery from the willful misfeasance, bad faith or negligence of such personWarrant Agent is being sought, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, or in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder(ii) $50,000.

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

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

Limitation on Liability. Neither The Issuer, Counterparty, the Custodian nor Dealers and the Underwriters agree that it would not be just and equitable if contribution pursuant to Section 12(e) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of its directorsallocation that does not take account of the equitable considerations referred to in paragraph (e) above. The amount paid or payable by an Indemnified Person as a result of the losses, officersclaims, agents or employees, damages and liabilities referred to in paragraph (e) above shall be liable for deemed to include, subject to the limitations set forth above, any action taken reasonable legal or omitted to be taken other expenses incurred by it or them hereunder or such Indemnified Person in connection herewith in good faith and believed (which belief may be based upon the opinion with any such action 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 damagesclaim. Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee provisions of paragraphs (e) 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 (f) of this Section 3.7 12, (i) no Underwriter shall survive be required to contribute any amount in excess of the termination amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of this Custodial Agreementthe Shares exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and (ii) no Dealer shall be required to contribute any amount in excess of the amount by which the total price at which the Offered Securities sold by it and/or the Additional Securities borrowed by it and distributed to the public, as the case may be, were offered to the public, in the case of Offered Securities, or were sold to the Lead Underwriter, in the case of Additional Securities, exceeds the amount of any damages which such Dealer has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The Custodian and its directors, officers, employees and agents No person guilty of fraudulent misrepresentation (within the meaning of Section 12(f) of the Securities Act) shall be entitled to indemnification contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to paragraphs (e) and defense from the Trust Fund for any loss, liability or expense incurred without negligence, willful misconduct, bad faith on (f) in this Section 12 are several in proportion to their part, arising out of, or respective purchase obligations hereunder and not joint. The Dealers’ obligations to contribute pursuant to paragraphs (e) and (f) in connection with, the acceptance or administration of the custodial arrangement created hereunder, including the costs this Section 12 are several in proportion to their respective sale obligations hereunder and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereundernot joint.

Limitation on Liability. Neither Notwithstanding any contrary provision in any of the Custodian nor Loan Documents, it is hereby expressly agreed that, except as otherwise provided in this SECTION 12.1 or in any Section of any Loan Document that is substantially similar to this SECTION 12.1, there shall be no recourse to the assets of Borrower or any of its directorsMembers (other than against the Collateral and any other property given as security for the payment of the Mortgage Note) for (i) the payment of principal, officersinterest, agents Defeasance Deposits, Yield Maintenance Payments or employees, shall be liable other charges under this Agreement or the Mortgage Note or for any action taken other amount that is or omitted may become due and owing to be taken Lender by it Borrower under this Agreement or them any of the other Loan Documents or (ii) the performance or discharge of any covenant or undertaking hereunder or under the other Loan Documents, and in connection herewith in good faith the event of any Event of Default hereunder or thereunder, Lender agrees to proceed solely against the Collateral and believed any other property given as security for payment of the Mortgage Note, and Lender shall not seek or claim recourse against Borrower or either Member (which belief other than against the Collateral and any other property given as security for payment of the Mortgage Note) for any deficiency or for any personal judgment after a foreclosure of the lien of the Mortgage or other Security Documents or for the performance or discharge of any covenants or undertakings of Borrower hereunder or under any of the other Loan Documents (except that Borrower may be based upon made a party to a proceeding to the opinion extent legally necessary for the conduct of a foreclosure or advice of counsel selected by it in the exercise of reasonable careother similar remedies under the Mortgage or other Security Documents). Notwithstanding the foregoing, nothing contained in this SECTION 12.1 shall relieve Borrower or either Member of any personal liability for any loss, cost, expense, damage or liability arising or resulting from (A) any breach of any representation or warranty made in this Agreement that was materially incorrect when made and that was made with fraudulent intent, (B) any amount paid or distributed to the Members, the Manager or any Affiliate of any of them in violation of the provisions of the Loan Documents, (C) fraud or breach of trust, including misapplication of Loan proceeds or any Insurance Proceeds or Awards or other sums that are part of the Collateral that may come into the possession or control of Borrower or either Member or any Affiliate of any of them, (D) liability of such Person under the Environmental Indemnity Agreement or (E) following the occurrence of a Lockbox Event, the willful failure of Borrower to instruct tenants of the Mortgaged Properties to make payments of Rents into the Lockbox Account or the failure of Borrower or Manager to deposit payments of Rents received by it Borrower or them to be within Manager into the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconductLockbox Account promptly upon receipt thereof. The Custodian and any It is hereby expressly agreed that no director, officer, shareholder, partner, member or employee of Borrower or agent a Member, nor the legal or personal representative, successor or assign of any of the Custodian foregoing, nor any other principal of Borrower or either Member, whether disclosed or undisclosed, shall have any personal liability under this Agreement or any of the other Loan Documents, except as personal liability may rely be specifically imposed upon a signatory to any Loan Document. It is the intention of the parties hereto that this SECTION 12.1 shall govern every other provision of the Loan Documents and that the absence of explicit reference to this SECTION 12.1 in good faith on any document provision of the Loan Documents or the absence of any kind prima facie properly executed and submitted by Section similar to this SECTION 12.1 in 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 Loan Document shall not be liable construed to any deny the application of this SECTION 12.1 to such provision, notwithstanding the presence of explicit reference to this SECTION 12.1 in other provisions 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 hereunderLoan Documents.

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 Xxxxx’x Oilgram Price Service for the twelve months preceding the date on which the Product Loss took place. Settlements will be made annually. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).

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 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 person or 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 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 Subject to the Custodian nor limitations and exceptions contained in subsections (b), (c), (d) and (e) below, Borrower shall not have any personal recourse liability for amounts owing under the Note or any of the other Loan Documents and no deficiency judgment therefor shall be enforced against Borrower. Lender's recourse for such amounts shall, subject to the limitations and exceptions contained in subsections (b), (c), (d) and (e) below, be limited to the collateral and security provided under the Loan Documents. Anything herein to the contrary notwithstanding, the Borrower acknowledges and agrees that the collateral provided under the Pledge of Stock is intended to secure and cross-collateralize both the Loan and the Related Party Loans. A judgment may be sought, obtained, entered and enforced against Borrower to the extent necessary to preserve or enforce the rights and remedies of Lender in, to or against the collateral and security provided under the Loan Documents, and nothing contained in this Section 8.19 shall be construed to limit, prejudice or impair the rights of Lender to enforce its directorsrights and remedies against any real and personal property mortgaged, officerspledged, agents encumbered, assigned or employeesgranted to secure payment or performance under this Agreement, the Note, and the other Loan Documents. Notwithstanding anything to the contrary herein or elsewhere Lender shall, to the fullest extent permitted by law, be entitled to injunctive relief and to specific performance. Anything contained herein or elsewhere to the contrary notwithstanding, Borrower and Guarantor shall be liable to Lender, without limitation, for any action taken or omitted to be taken by it or them hereunder Lender's harm, loss (including lost interest and principal on the Loan), damage, costs and expenses (including Lender's reasonable attorneys' fees and court and collection costs) arising out of or in connection herewith with any of the following circumstances: any misapplication or misappropriation of any insurance or condemnation proceeds; revenues collected after an Event of Default or Incipient Default and not properly applied to the Loan or normal operating expenses of the Premises; any waste respecting all or any part of the Property or any other collateral; real estate taxes, personal property taxes or Impositions, if any, and insurance premiums with respect to the Property (except to the extent resulting from the failure by Lender to disburse any deposits received from Borrower with respect to such real estate or personal property taxes in good faith and believed accordance with the provisions of Section 4.1(B)); fraud in connection with the Loan or any Loan Document; any material breach of any representation or warranty made in connection with the Loan (which belief may be based upon expressly excluding any representations or warranties made by the opinion Ground Lessor) known by Borrower or advice of counsel selected by it Guarantor to have been false when made, or deemed made specifically including any material misrepresentation or inaccuracy contained in the exercise of reasonable care) by it any financial statement or them other document provided to be within the purview Lender pursuant to Section 4.1.K of this Agreement, except for its Agreement known by Borrower or their own negligence, lack of good faith Guarantor to have been false or willful misconduct. The Custodian and inaccurate when provided; any director, officer, employee or agent destruction of the Custodian may rely Property or any part thereof 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 from an uninsured or underinsured casualty for any special, indirect or consequential damages resulting from any action taken or omitted which Borrower was required 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 obtain insurance under this Agreement; provided, however, that the Custodian shall not be liable to any breach of any of the foregoing Persons for terms and provisions of Section 2.10 (Environmental Matters) of the Mortgage; or any amount lien arising from the failure of the Borrower to pay or perform any obligation with respect to taxes or employee benefits which lien is superior in priority to the lien created by the Mortgage and any portion the Security Agreement upon the property encumbered thereby. In the event of any such amount resulting from filing by Borrower of any voluntary petition under the willful misfeasanceBankruptcy Code, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master Servicer. The provisions taking by Borrower of this Section 3.7 shall survive any comparable action under any federal or state law; or the termination filing of this Custodial Agreement. The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense from any involuntary petition under the Trust Fund for Bankruptcy Code against Borrower or the taking of comparable action under any loss, liability federal 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 state law against Borrower by any claim or liability in connection with the exercise or performance Affiliate of any of their powers them, the Loan shall become fully recourse against Borrower. Nothing contained in this Section 8.19 shall be construed to release Borrower or duties hereunderany Loan Party from liability under (i) the indemnifications contained in Section 2.10 (Environmental Matters) of the Mortgage, (ii) the Limited Guaranty, or (iii) the Environmental Indemnity.

Limitation on Liability. Neither Parent and the Custodian nor Members hereby agree that, except in the event of fraud or with respect to the Specified Representations or Section 9.02(a)(iii), for which the indemnification of Parent shall be unlimited in amount, Parent’s sole and exclusive recourse against the Company and the Members for any Loss shall be expressly limited to the Escrow Fund and in accordance with the indemnification provisions of its directors, officers, agents or employees, this Article 9; provided that Members shall not be liable for any Losses (other than Losses resulting from breaches of Specified Representations) unless the aggregate amount of Losses exceeds $75,000 and then Members shall be liable for any action taken or omitted Losses from the first dollar. The amount of indemnifiable Losses required to be taken paid by it the Members to an Indemnified Party from the Escrow Fund shall be reduced by the amount of (or them hereunder if already paid to such Indemnified Party, promptly repaid to the Escrow Fund in the amount of) any recoveries actually received by such Indemnified Party during the Escrow Period under insurance policies or via contribution or other related payments received from third parties. For the avoidance of doubt, the amount of any Losses for which an Indemnified Party is entitled to indemnification under this Article 9 shall not be reduced by the amount of any Tax benefit realized by the Indemnified Party in connection herewith with the incurrence of such Losses. The Indemnified Parties shall take all actions reasonably necessary to mitigate any indemnifiable Losses in good faith connection with an indemnity claim made pursuant to this Article 9. The remedies in this Article 9 shall be the sole and believed (which belief may be based upon exclusive remedies of Parent and Merger Subsidiary with respect to any breach of the opinion representations, warranties, covenants and agreements of the Company and the Members pursuant to this Agreement or advice of counsel selected any certificate or other instrument delivered by it in the exercise of reasonable care) by it Company or them the Members pursuant to be within the purview of this Agreement, regardless of the theory or cause of action pled, except for its or their own negligencethe remedies of specific performance, lack of good faith or willful misconduct. The Custodian injunction 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 Agreementother equitable relief; provided, however, that no party hereto shall be deemed to have waived any rights, claims, causes of action or remedies if and to the Custodian shall extent actual fraud is proven on the part of a party by another party hereto or such rights, claims, causes of action or remedies may 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 hereunderwaived under Applicable Law.

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. 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 In no event shall the Custodian nor Company or any of its directorsAffiliates or any Representative of the foregoing (the “Company Related Parties”) or any other Person be entitled to seek or obtain, officersnor shall any Company Related Party permit its Representatives to seek or obtain, agents any recovery, judgment or employeesmonetary award of any kind (whether at law, shall be liable in contract, in tort or otherwise), including consequential, special, indirect, or punitive damages, for any action taken claim, loss, judgment, fine, fee, cost, expense (including attorneys’ fees and disbursements), damage or omitted other liability or obligation of any kind whatsoever, based upon, relating to be taken by it or them hereunder arising out of this Agreement or the Debt Commitment Letter or the negotiation, execution, termination, failure, performance (or nonperformance) or any actual or purported breach hereof or thereof or in connection herewith with the transactions contemplated hereby or thereby (including the Debt Financing) or in good faith and believed (which belief may be based upon the opinion respect of any other document or advice theory of counsel selected by it law or equity or in the exercise respect of reasonable care) by it any representations, warranties, covenants or them agreements made or alleged to be within made in connection herewith or therewith, other than from Parent and Merger Sub, solely to the purview extent of the obligations of Parent and Merger Sub as expressly provided herein; provided that nothing in this Section 12.05 shall limit the rights of the Company and its Affiliates from and after the Effective Time under any debt commitment letter or the definitive debt documents executed in connection with the Debt Financing (but not, for the avoidance of doubt, under this Agreement, except for ) to the extent the Company or any of 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 hereunderAffiliates is a party thereto. 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 Parent Related Parties or any other Person be entitled to seek or obtain, nor shall any Table of such damages. Notwithstanding anything herein Contents Parent Related Party permit its Representatives to the contraryseek or obtain, the Custodian agrees to indemnify the Trust Fundany recovery, the Trustee and each of their respective officers, directors and agents for any and all liabilities, obligations, losses, damages, payments, costs judgment or expenses monetary award of any kind whatsoever that may be imposed on(whether at law, incurred by in contract, in tort or asserted against the Trustee otherwise), including consequential, special, indirect, or Trust Fundpunitive damages, 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 claim, loss, judgment, fine, fee, cost, expense (including attorneys’ fees and any portion disbursements), damage or other liability or obligation of any such amount resulting from the willful misfeasancekind whatsoever, bad faith based upon, relating to or negligence arising out of such person, and the Custodian’s reliance on instructions from the Trustee this Agreement or the Master Servicer. The provisions of this Section 3.7 shall survive the termination of this Custodial Agreement. The Custodian and its directorsnegotiation, officersexecution, employees and agents shall be entitled to indemnification and defense from the Trust Fund for termination, failure, performance (or nonperformance) or any loss, liability actual or expense incurred without negligence, willful misconduct, bad faith on their part, arising out of, purported breach hereof or in connection with, the acceptance thereof 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 transactions contemplated hereby or performance thereby or in respect of any other document or theory of their powers law or duties hereunderequity or in respect of any representations, warranties, covenants or agreements made or alleged to be made in connection herewith or therewith, other than from the Company, solely to the extent of the obligations of the Company as expressly provided herein.

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 their part, arising out of, fraud or in connection with, the acceptance knowing violation of law or administration of the custodial arrangement created hereunder, including the costs and expenses of defending themselves against this Agreement or any claim or liability in connection with the exercise or performance of any of their powers or duties hereunderAncillary Agreement.

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

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

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

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

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

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

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

Limitation on Liability. Neither 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 other than 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 It is expressly understood and agreed by the Custodian nor any parties hereto that (a) this Agreement is executed and delivered by BNY Mellon Trust of its directorsDelaware (“BNY Delaware”), officers, agents not individually 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 personally but solely as Owner Trustee of the opinion or advice of counsel selected by it Issuing Entity in the exercise of reasonable carethe powers and authority conferred and vested in it, (b) 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 each of the Custodian may rely in good faith 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 BNY Delaware but is made and intended for the purpose of binding only Issuing Entity, (c) nothing herein contained shall be construed as creating any document liability on BNY Delaware, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) BNY Delaware has made no investigation as to the accuracy or completeness of any kind prima facie properly executed representations and submitted warranties made by any person respecting any matters arising hereunder. In Issuing Entity in this Agreement and (e) under no event circumstances shall the Custodian or its directors, officers, agents and employees BNY Delaware 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 Issuing Entity or be liable for the breach or failure of any kind whatsoever that may be imposed onobligation, incurred representation, warranty or covenant made or undertaken by Issuing Entity or asserted against the Trustee or Trust FundGrantor Trust, due to any negligent performance by the Custodian of its duties and responsibilities as applicable, under this Agreement; provided. CRVNA 2022-P3 Receivables Transfer Agreement IN WITNESS WHEREOF, however, that the Custodian shall not parties hereto have caused this Agreement to be liable to any duly executed by their respective officers as of the foregoing Persons day and year first above written. CARVANA RECEIVABLES DEPOSITOR LLC By: Name: Xxxx Xxxxxx Title: Vice President, Secretary CARVANA AUTO RECEIVABLES TRUST 2022-P3 By: BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee By: Name: Title: [Signature Page to CRVNA 2022-P3 Receivables Transfer Agreement] EXHIBIT A FORM OF SECOND STEP RECEIVABLES ASSIGNMENT PURSUANT TO RECEIVABLES TRANSFER AGREEMENT On September 8, 2022 for any amount and any portion value received, in accordance with the Receivables Transfer Agreement, dated as of any such amount resulting September 8, 2022 (as amended, modified or supplemented from time to time, the willful misfeasance“Receivables Transfer Agreement”), bad faith or negligence of such personbetween Carvana Receivables Depositor LLC, a Delaware limited liability company (the “Depositor”), and Carvana Auto Receivables Trust 2022-P3, a Delaware statutory trust (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“Issuing Entity”), the acceptance or administration Depositor does hereby sell, assign, transfer, set over and otherwise convey unto the Issuing Entity, without recourse, all of the custodial arrangement Depositor’s right, title and interest in, to and under the following property, whether now existing or hereafter 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.acquired:

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 Issuer, the Indenture Trustee, the Noteholders, the Owner Trustee, any Holder of the Transferor Interest, 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 Indenture Supplement and the Indenture, and the issuance of the Notes and the Transferor Interest; 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 bad faith or willful misconduct in the performance of duties. Except as provided in Section 5.4 with respect to the Issuer and the Owner Trustee and in Section 6.7 of the Indenture with respect to the Indenture Trustee, its officers, directors, employees and agents, and the Servicer shall not be under any liability to the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Holders of the Transferor Interest, any Enhancement Provider, their respective officers, directors, employees and agents, 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 Indenture Supplement or their own negligencethe Indenture; 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 Indenture Supplement or the Indenture. 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 The Securities Intermediary shall not have any duties or obligations, except those expressly set forth herein, and shall satisfy those duties and obligations expressly set forth herein so long as it acts without gross negligence, fraud or willful misconduct. 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 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 herewith, 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 fraud 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 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 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 Event of Default unless a Responsible Officer of the 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 complying with Section 8-505(a) of the UCC. With the exception of this Agreement (and relevant terms used herein and expressly defined in the Credit Agreement), the Securities Intermediary is not responsible for or chargeable with knowledge of any amount terms or conditions contained in any agreement referred to herein, including, but not limited to, the Credit Agreement. The Securities Intermediary shall in no event be liable for the application or misapplication of funds by any other Person (other than, subject to Section 4.01(a), its agents, attorneys and any portion employees), or for the acts or omissions of any such amount resulting from Person (including, without limitation, those of the willful misfeasance, bad faith or negligence of such person, and the Custodian’s reliance on instructions from the Trustee or the Master ServicerPledgor). The provisions of this Section 3.7 Securities Intermediary shall survive not be bound to make any investigation into the termination of this Custodial Agreement. The Custodian and its directorsfacts or matters stated in any certificate, officers, employees and agents shall be entitled to indemnification and defense from the Trust Fund for any loss, liability report 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 document.