Common use of Certain Matters Affecting the Custodian Clause in Contracts

Certain Matters Affecting the Custodian. Except as otherwise provided in Section 11.1, but notwithstanding anything (other than Section 11.1) to the contrary contained in this Agreement or any Series Purchase Agreement: (a) the Custodian may rely on and shall be protected in acting on, or in refraining from acting in accordance with, any resolution, statutory declaration, Officers’ Certificate, certificate of auditors, direction or calculation made by the Servicer or the Seller or any other certificate, statement, instrument, opinion, Opinion of Counsel, report, notice, request, direction, consent, order, appraisal, bond or other paper or document believed by the Custodian to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties; (b) the Custodian may consult with counsel with respect to any questions as to any of the provisions hereof or its duties hereunder, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel, and the fees of such counsel paid by the Custodian shall be reimbursed from Collections and Transfer Deposits in the manner described in Section 11.1(4); (c) the Custodian shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Co- Owners or the Seller, pursuant to the provisions of this Agreement, unless such Persons shall have offered to the Custodian reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby which is reasonably satisfactory to the Custodian; (d) the Custodian shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it under this Agreement; (e) the Custodian shall not be bound to verify the accuracy or completeness of or to make any investigation whatsoever into the facts of matters stated in any resolution, statutory declaration, certificate, Officers’ Certificate, statement, instrument, opinion, Opinion of Counsel, report, notice, request, direction, calculation, consent, order, approval, bond or other paper or document; (f) the Custodian may exercise the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian, and the Custodian shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed with due care by it hereunder; and (g) except as may be required by Section 11.1(2), the Custodian shall not be required to make any initial or periodic examination of any documents or records related to the Account Assets, the Collection Account, any Series Account or any Additional Property.

Certain Matters Affecting the Custodian. Except as otherwise provided in Section 11.111.01, but notwithstanding anything (other than Section 11.111.01) to the contrary contained in this Agreement or any Series Purchase AgreementSupplement: (a) the Custodian may rely on and shall be protected in acting on, or in refraining from acting in accordance with, any resolution, statutory declaration, Officers’ Officer's Certificate, certificate of auditors, direction or calculation made by the Servicer or the Seller or on any other certificate, statement, instrument, opinion, Opinion of Counsel, report, notice, request, direction, consent, order, appraisal, bond or other paper or document believed by the Custodian to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties; (b) the Custodian may consult with counsel with respect to any questions as to any of the provisions hereof or its duties hereunder, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel, and the fees of such counsel paid by the Custodian shall be reimbursed from Collections and Transfer Deposits in the manner described in Section 11.1(4); (c) the Custodian shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement Agreement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Co- Owners or the SellerMaster Custodial Certificateholders, pursuant to the provisions of this Agreement, unless such Persons Master Custodial Certificateholders shall have offered to the Custodian reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby which is reasonably satisfactory to the Custodian; (d) the Custodian shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it under this Agreement; (e) the Custodian shall not be bound to verify the accuracy or completeness of or to make any investigation whatsoever into the facts of matters stated in any resolution, statutory declaration, certificate, Officers’ Certificate, statement, instrument, opinion, Opinion of Counsel, report, notice, request, direction, calculation, consent, order, approval, bond or other paper or document; (f) the Custodian may exercise the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian, and the Custodian shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed with due care by it hereunder; and; (g) except as may be required by Section 11.1(2)11.01(b) hereof, the Custodian shall not be required to make any initial or periodic examination of any documents or records related to the Account AssetsAssets for the purpose of establishing the presence or absence of defects, the Collection Accountcompliance by the Seller or the Servicer with its representations and warranties or for any other purpose; and (h) subject to Section 11.16(b), the Custodian shall not be liable in its individual capacity for any Series Account action taken, suffered or any Additional Propertycommitted by it if such action was taken in reliance upon and pursuant to an instruction provided to it by Master Custodial Certificateholders pursuant to Section 6.08 or Section 11.10. In so acting, the Custodian shall not be required to inquire as to the beneficial owner of Master Custodial Certificates in reliance upon such instruction.

Certain Matters Affecting the Custodian. Except as otherwise provided in Section 11.19.01, but notwithstanding anything (other than Section 11.19.01) to the contrary contained in this Agreement, any Series Purchase Agreement or any Series Purchase Credit Enhancement Agreement: (a) the Custodian may rely on and shall be protected in acting on, or in refraining from acting in accordance with, any resolution, statutory declaration, Officers’ ' Certificate, certificate of auditors, direction or calculation made by the Servicer or the Seller or any other certificate, statement, instrument, opinion, Opinion of Counsel, report, notice, request, direction, consent, order, appraisal, bond or other paper or document believed by the Custodian to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties; (b) the Custodian may consult with counsel with respect to any questions as to any of the provisions hereof or its duties hereunder, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel, and the fees of such counsel paid by the Custodian shall be reimbursed from Collections and Transfer Deposits in the manner described in Section 11.1(4); (c) the Custodian shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Co- Owners or the Seller, pursuant to the provisions of this Agreement, unless such Persons shall have offered to the Custodian reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby which is reasonably satisfactory to the Custodian; (d) the Custodian shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it under this Agreement; (e) the Custodian shall not be bound to verify the accuracy or completeness of or to make any investigation whatsoever into the facts of matters stated in any resolution, statutory declaration, certificate, Officers’ ' Certificate, statement, instrument, opinion, Opinion of Counsel, report, notice, request, direction, calculation, consent, order, approval, bond or other paper or document; (f) the Custodian may exercise the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a sub-custodian, and the Custodian shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed with due care by it hereunder; and (g) except as may be required by Section 11.1(29.01(b), the Custodian shall not be required to make any initial or periodic examination of any documents or records related to the Account AssetsCustodial Property for the purpose of establishing the presence or absence of defects, the Collection Account, compliance by the Seller or the Servicer with its representations and warranties or for any Series Account or any Additional Propertyother purpose.

Certain Matters Affecting the Custodian. Except as otherwise provided in Section 11.1The Custodian shall have no duties or responsibilities except those that are specifically set forth herein, but notwithstanding anything (other than Section 11.1) and no implied covenants or obligations shall be read into this Custodian Agreement against the Custodian. The Custodian shall be under no responsibility or duty with respect to the contrary contained disposition of any Receivable Files while such Receivable Files are not in its possession. If the Custodian shall request instructions from the Collateral Agent, the Servicer or the Insurance Provider with respect to any act, action or failure to act in connection with and as set forth in this Agreement Custodian Agreement, the 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 the Collateral Agent, without incurring any liability therefor to the Collateral Agent, the Debtor, the Servicer or any Series Purchase other person. The Custodian may act in reliance upon any written communication of the Collateral Agent concerning the delivery of the Receivable Files and other items of Collateral pursuant to this Custodian Agreement: (a) . The Custodian does not assume and shall have no responsibility for, and makes no representation as to, monitoring the value of the Receivable Files and other Collateral. The Custodian shall not be liable for any action or omission to act hereunder, except for its own gross negligence or willful misconduct. In no event shall the Custodian have any responsibility to ascertain or take action with respect to the Receivable Files or other Collateral, except as expressly provided herein. THE FOREGOING PARAGRAPH SHALL APPLY WHETHER OR NOT SUCH LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY THE CUSTODIAN. If the Custodian shall at any time receive conflicting instructions from the Collateral Agent and the Servicer or any other party to this Custodian Agreement and the conflict between such instructions cannot be resolved by reference to the terms of this Custodian Agreement, the Custodian shall be entitled to rely on the instructions of the Collateral Agent. In the absence of bad faith, gross negligence or willful misconduct on the part of the Custodian, the Custodian may rely on and shall be protected in acting on, or in refraining from acting in accordance with, upon any resolution, statutory declarationofficer's certificate, Officers’ any Monthly Servicer's Certificate, certificate of auditors, direction or calculation made by the Servicer or the Seller or any other certificate, statement, instrument, opinion, Opinion of Counsel, report, notice, notice request, direction, consent, order, appraisal, bond or other paper or document believed by the Custodian it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties; (b) . The Custodian may rely upon the validity of documents delivered to it, without investigation as to their authenticity or legal effectiveness, and the Servicer and the other parties to this Custodian Agreement will hold the Custodian harmless from any claims that may arise or be asserted against the Custodian because of the invalidity of any such documents or their failure to fulfill their intended purpose. The Custodian shall not be bound to ascertain or inquire as to the performance or observance of any of the terms of this Custodian Agreement or any other agreement on the part of any party, except as may otherwise be specifically set forth herein. The Custodian may consult with counsel of its choice with respect regard to any legal questions as to any arising out of or in connection with this Custodian Agreement and the provisions hereof advice or its duties hereunder, and any Opinion opinion of Counsel such counsel shall be full and complete authorization and protection in respect of any action taken taken, omitted or suffered or omitted by it hereunder the Custodian in good faith and in accordance with such Opinion of Counsel, and therewith. In the fees of such counsel paid by event the Custodian shall be reimbursed from Collections and Transfer Deposits loses or misplaces any Receivable File or portion thereof, or if any such instruments, documents, or certificates are destroyed or damaged while in the manner described possession of the Custodian, then, in Section 11.1(4); (c) addition to any other liability the Custodian shall be under no obligation to exercise any of the rights or powers vested may have in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Co- Owners or the Seller, respect thereof pursuant to the provisions terms of this AgreementCustodian Agreement or otherwise, unless such Persons shall have offered the Custodian agrees to execute and deliver to the Custodian reasonable security Collateral Agent, upon the Collateral Agent's written request, an affidavit stating that such instrument, document, or indemnity against the costscertificate has been lost or destroyed, expenses and liabilities which as applicable, and, if necessary, such other affidavits or certificates as may be incurred therein reasonably necessary to obtain replacement certificates of title. The Custodian is authorized, in its sole discretion, to disregard any and all notices or thereby which instructions given by any other party hereto or by any other person, firm or corporation, except only such notices or instructions as are herein provided for and orders or process of any court entered or issued with or without jurisdiction. If any property subject hereto is reasonably satisfactory to at any time attached, garnished or levied upon under any court order or in case the Custodian; (d) payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part hereof, then and in any of such events the Custodian is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree with which it is advised by legal counsel of its own choosing is binding upon it, and if it complies with any such order, writ, judgment or decree it shall not be personally liable for to any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it under this Agreement; (e) the Custodian shall not be bound to verify the accuracy or completeness of other party hereto or to make any investigation whatsoever into the facts other person, firm or corporation by reason of matters stated in any resolution, statutory declaration, certificate, Officers’ Certificate, statement, instrument, opinion, Opinion of Counsel, report, notice, request, direction, calculation, consent, such compliance even though such order, approvalwrit, bond judgment or other paper or document; (f) the Custodian may exercise the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian, and the Custodian shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed with due care by it hereunder; and (g) except as decree may be required by Section 11.1(2)subsequently reversed, the Custodian shall not be required to make any initial modified, annulled, set aside or periodic examination of any documents or records related to the Account Assets, the Collection Account, any Series Account or any Additional Propertyvacated.

Certain Matters Affecting the Custodian. Except as otherwise provided in Section 11.19.01, but notwithstanding anything (other than Section 11.19.01) to the contrary contained in this Agreement, any Series Purchase Agreement or any Series Purchase Credit Enhancement Agreement: (a) the Custodian may rely on and shall be protected in acting on, or in refraining from acting in accordance with, any resolution, statutory declaration, Officers’ ' Certificate, certificate of auditors, direction or calculation made by the Servicer or the Seller or any other certificate, statement, instrument, opinion, Opinion of Counsel, report, notice, request, direction, consent, order, appraisal, bond or other paper or document believed by the Custodian to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties; (b) the Custodian may consult with counsel with respect to any questions as to any of the provisions hereof or its duties hereunder, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel, and the fees of such counsel paid by the Custodian shall be reimbursed from Collections and Transfer Deposits in the manner described in Section 11.1(4); (c) the Custodian shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Co- Co-Owners or the Seller, pursuant to the provisions of this Agreement, unless such Persons shall have offered to the Custodian reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby which is reasonably satisfactory to the Custodian; (d) the Custodian shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it under this Agreement; (e) the Custodian shall not be bound to verify the accuracy or completeness of or to make any investigation whatsoever into the facts of matters stated in any resolution, statutory declaration, certificate, Officers’ ' Certificate, statement, instrument, opinion, Opinion of Counsel, report, notice, request, direction, calculation, consent, order, approval, bond or other paper or document; (f) the Custodian may exercise the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a sub-custodian, and the Custodian shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed with due care by it hereunder; and (g) except as may be required by Section 11.1(29.01(b), the Custodian shall not be required to make any initial or periodic examination of any documents or records related to the Account AssetsCustodial Property for the purpose of establishing the presence or absence of defects, the Collection Account, compliance by the Seller or the Servicer with its representations and warranties or for any Series Account or any Additional Propertyother purpose.

Certain Matters Affecting the Custodian. and the Trustee. Except as otherwise provided in Section 11.1, but notwithstanding anything (other than Section 11.1) 8.01 as to the contrary contained in this Agreement or any Series Purchase AgreementTrustee: (a) the Custodian and the Trustee may request and rely on upon and shall be protected in acting on, or in refraining from acting in accordance with, upon any resolution, statutory declaration, Officers’ Certificateofficer's certificate, certificate of auditors, direction or calculation made by the Servicer or the Seller auditors or any other certificate, statement, instrument, opinion, Opinion of Counsel, report, notice, request, direction, consent, order, appraisal, bond or other paper or document believed by the Custodian it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties and neither the Custodian nor the Trustee shall have any responsibility to ascertain or confirm the genuineness of any signature of any such party or parties; (b) the Custodian and the Trustee may consult with counsel with respect to counsel, financial advisers or accountants and the advice of any questions as to any of the provisions hereof such counsel, financial advisers or its duties hereunder, accountants and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel, and the fees of such counsel paid by the Custodian shall be reimbursed from Collections and Transfer Deposits in the manner described in Section 11.1(4); (c) neither the Custodian nor the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Co- Owners or the Seller, pursuant to the provisions of this Agreement, unless such Persons shall have offered to the Custodian reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby which is reasonably satisfactory to the Custodian; (d) the Custodian shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it under by this Agreement, nor shall either the Trustee or the Custodian be liable for acts or omissions of the other; (ed) the Custodian Trustee shall not be bound to verify the accuracy or completeness of or to make any investigation whatsoever into the facts of or matters stated in any resolution, statutory declaration, certificate, Officers’ Certificate, statement, instrument, opinion, Opinion of Counsel, report, notice, request, direction, calculation, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates evidencing not less than 25% of the Voting Rights allocated to each Class of Certificates; (fe) the Custodian Trustee may exercise execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, accountants or attorneys or a custodian, and the Custodian Trustee shall not be responsible for any misconduct or negligence on the part of any such agentagents, attorney accountants or custodian attorneys appointed with due care by it hereunder; (f) neither the Custodian nor the Trustee shall be required to risk or expend its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not assured to it; (g) the Trustee shall not be liable for any loss on any investment of funds pursuant to this Agreement (other than as issuer of the investment security); (h) the Trustee shall not be deemed to have knowledge of a Master Servicer Event of Default until a Responsible Officer of the Trustee shall have received written notice thereof except as otherwise provided in Section 7.01; and (gi) except as the Trustee shall be under no obligation to exercise any of the trusts, rights or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be required by Section 11.1(2), the Custodian shall not be required to make any initial incurred therein or periodic examination of any documents or records related to the Account Assets, the Collection Account, any Series Account or any Additional Propertythereby.

Certain Matters Affecting the Custodian. (a) Except as otherwise provided in Section 11.1, but notwithstanding anything (other than Section 11.1) to the contrary contained in this Agreement or any Series Purchase Agreement7.01: (ai) the The Custodian may request and/or rely on upon and shall be protected in acting on, or in refraining from acting in accordance with, upon any resolution, statutory declaration, Officers’ ' Certificate, certificate of auditors, direction or calculation made by the Servicer or the Seller auditors or any other certificate, statement, instrument, opinion, Opinion of Counsel, report, notice, request, direction, consent, order, appraisal, bond or other paper or document reasonably believed by the Custodian it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties and the Custodian shall have no responsibility to ascertain or confirm the genuineness of any such party or parties; (bii) the The Custodian may consult with counsel with respect to any questions as to any of the provisions hereof or its duties hereunder, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel, and the fees of such counsel paid by the Custodian shall be reimbursed from Collections and Transfer Deposits in the manner described in Section 11.1(4); (cA) the The Custodian shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, hereto at the request, order or direction of any of the Co- Owners or the SellerOwner, pursuant to the provisions of this Agreement, unless such Persons the Owner shall have offered to the Custodian reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby which is reasonably satisfactory thereby; and (B) the right of the Custodian to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the CustodianCustodian shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (div) the The Custodian shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it under by this Agreement; (ev) the The Custodian shall not be bound to verify the accuracy or completeness of or to make any investigation whatsoever into the facts of or matters stated in any resolution, statutory declaration, certificate, Officers’ Certificate, statement, instrument, opinion, Opinion of Counsel, report, notice, request, direction, calculation, consent, order, approval, bond or other paper or document;; and (fvi) the The Custodian may exercise execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian, and the attorneys. The Custodian shall not be liable or responsible for any the misconduct or negligence on the part of any such agent, attorney of the Custodian's agents or custodian attorneys appointed with due care by it hereunder; and (g) except as may be required by Section 11.1(2), the Custodian shall not be required to make any initial or periodic examination of any documents or records related to the Account Assets, the Collection Account, any Series Account or any Additional Propertyhereunder.

Certain Matters Affecting the Custodian. Except as otherwise provided in Section 11.1, but notwithstanding Notwithstanding anything (other than Section 11.1) to the contrary else contained in this Agreement or any Series Purchase Agreementherein: (a) the Custodian may rely on and shall be protected in acting on, or in refraining from acting in accordance accord with, this Agreement, any resolution, statutory declaration, Officers’ Certificate, certificate of auditors, direction or calculation made by the Servicer or the Seller Monthly Report or any other certificate, statement, instrument, opinion, Opinion of Counsel, report, notice, request, direction, consent, order, appraisal, bond or other paper or document believed by the Custodian it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties; (b) the Custodian may may, following notice to the Seller and the Agent, consult with counsel with respect to any questions as to any of the provisions hereof or its duties hereunder, and any Opinion opinion of Counsel counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder and in good faith and in accordance with such Opinion opinion of Counsel, counsel. The reasonable fees and the fees expenses of such counsel shall be paid by the Custodian shall be reimbursed from Collections and Transfer Deposits in the manner described in Section 11.1(4)Seller; (c) the Custodian shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any related agreements or instruments, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Co- Owners Purchasers or the Seller, pursuant to the provisions of this Agreement, unless such Persons shall have offered to the Custodian reasonable security or indemnity reasonably satisfactory to the Custodian against the costs, expenses and liabilities which may be incurred therein or thereby which is reasonably satisfactory to the Custodianthereby; (d) the Custodian shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it under by this AgreementAgreement or any related agreements or instruments; (e) the Custodian shall not be bound to verify the accuracy or completeness of or to make any investigation whatsoever into the facts of matters stated in any Monthly Report, or any resolution, statutory declaration, certificate, Officers’ Certificate, statement, instrument, opinion, Opinion of Counsel, report, notice, request, direction, calculation, consent, order, approvalappraisal, bond or other paper or document; (f) the Custodian may exercise execute any of the powers rights hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a sub-custodian, and the Custodian shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed with due care by it hereunder; and; (g) except as may be required by Section 11.1(2), the Custodian shall not be required to make any initial or periodic examination of any documents or records related to the Account AssetsPool Assets for the purpose of establishing the presence or absence of defects, the Collection Accountcompliance by the Seller with its representations and warranties or for any other purpose; and (h) the Custodian may employ such experts, any Series Account or any Additional Propertyadvisers, agents and other assistants as it may reasonably require for the proper discharge of its duties hereunder and may pay reasonable remuneration for all such services performed for it in the discharge of its duties hereunder. The cost of such services shall be paid by the Seller.

Certain Matters Affecting the Custodian. and the Trustee. Except as otherwise provided in Section 11.1, but notwithstanding anything (other than Section 11.1) to the contrary contained in this Agreement or any Series Purchase Agreement8.01: (a) the Custodian and the Trustee may request and rely on upon and shall be protected in acting on, or in refraining from acting in accordance with, upon any resolution, statutory declarationOfficer's Certificate, Officers’ Certificateopinions (including an Opinion of Counsel), certificate of auditors, direction or calculation made by the Servicer or the Seller auditors or any other certificate, statement, instrument, opinion, Opinion of Counsel, report, notice, request, direction, consent, order, appraisal, bond or other paper or document believed by the Custodian it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties and neither the Custodian nor the Trustee shall have any responsibility to ascertain or confirm the genuineness of any signature of any such party or parties; (b) the Custodian and the Trustee may consult with counsel with respect to counsel, financial advisers or accountants and the advice of any questions as to any of the provisions hereof such counsel, financial advisers or its duties hereunder, accountants and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel, and the fees of such counsel paid by the Custodian shall be reimbursed from Collections and Transfer Deposits in the manner described in Section 11.1(4); (c) neither the Custodian nor the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Co- Owners or the Seller, pursuant to the provisions of this Agreement, unless such Persons shall have offered to the Custodian reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby which is reasonably satisfactory to the Custodian; (d) the Custodian shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it under by this AgreementAgreement nor shall either the Trustee or the Custodian be liable for acts or omissions of the other; (ed) the Custodian Trustee shall not be bound to verify the accuracy or completeness of or to make any investigation whatsoever into the facts of or matters stated in any resolution, statutory declaration, certificate, Officers’ Certificate, statement, instrument, opinion, Opinion of Counsel, report, notice, request, direction, calculation, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates evidencing not less than 25% of the Voting Rights allocated to each Class of Certificates; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require indemnity satisfactory to the Trustee against such cost, expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Trustee, shall be repaid by the Servicer upon demand from the Servicer's own funds; (fe) the Custodian Trustee may exercise execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, accountants or attorneys or a custodian, and the Custodian Trustee shall not be responsible for any misconduct or negligence on the part of any such agentagents, attorney accountants or custodian attorneys appointed with due care by it hereunder; and; (f) neither the Custodian nor the Trustee (regardless of the capacity in which it is acting) shall be required to risk or expend its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not assured to it; (g) except the Trustee shall not be liable for any loss on any investment of funds pursuant to this Agreement (other than as issuer of the investment security. (h) unless a Responsible Officer of the Trustee has actual knowledge of the occurrence of a Master Servicer Event of Default, the Trustee shall not be deemed to have knowledge of an Event of Default, until a Responsible Officer of the Trustee shall have received written notice thereof; (i) the Trustee shall be under no obligation to exercise any of the trusts, rights or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be required by Section 11.1(2)incurred therein or thereby; (j) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Custodian Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act; (k) the Trustee shall not be required to make give any initial bond or periodic examination surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; (l) notwithstanding anything to the contrary in the applicable Servicing Agreement, the Trustee shall not consent to the Servicer's request of assigning the IndyMac Servicing Agreement or the servicing rights thereunder to any other party; (m) should the Trustee deem the nature of any documents or records related action required on its part to be unclear, the Trustee may require prior to such action that it be provided by the Depositor with reasonable further instructions; and (n) the Trustee shall not have any duty to conduct any affirmative investigation (including, but not limited to reviewing any reports delivered to the Account AssetsTrustee in connection with the review of Mortgage Files) as to the occurrence of any condition requiring the repurchase of any Mortgage Loan by the Purchaser or the Original Loan Seller pursuant to the Pooling and Servicing Agreement or the IndyMac Purchase Agreement, as applicable, or the Collection Account, eligibility of any Series Account or any Additional PropertyMortgage Loan for purposes of this Agreement.